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FORM 10-Q



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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 July 30, 2005



Commission file number 001-13143



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BJS WHOLESALE CLUB, INC.

(Exact name of Registrant as specified in its charter)



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|                                                              |  |                                    
|------------------------------------------------------------- |  | -----------------------------------
|DELAWARE                                                      |  | 04-3360747                         
|(State or other jurisdiction ofincorporation or organization) |  | (I.R.S. EmployerIdentification 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 ̈.



Indicate
by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange

Act).    Yes  x     No ̈.



The number of shares of the Registrants common stock outstanding as of July 30, 2005: 68,164,195



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PART I. FINANCIAL INFORMATION



Item 1. Financial Statements



BJS WHOLESALE CLUB, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)



|                                                                            |  |                                                |            |   |               |   |            |  
|--------------------------------------------------------------------------- |  | ---------------------------------------------- | ---------- | - | ------------- | - | ---------- | -
|                                                                            |  | Thirteen Weeks Ended                           |           
|                                                                            |  | July 30, 2005                                  |            |   | July 31, 2004 |  
|                                                                            |  | (Dollars in Thousands exceptPer Share Amounts) |           
|Net sales                                                                   |  | $                                              | 1,981,593  |   |               | $ | 1,839,988  |  
|Membership fees and other                                                   |  |                                                | 40,945     |   |               |   | 38,281     |  
|                                                                            |  |                                                |            |   |               |   |            |  
|Total revenues                                                              |  |                                                | 2,022,538  |   |               |   | 1,878,269  |  
|                                                                            |  |                                                |            |   |               |   |            |  
|Cost of sales, including buying and occupancy costs                         |  |                                                | 1,816,478  |   |               |   | 1,692,759  |  
|Selling, general and administrative expenses                                |  |                                                | 154,385    |   |               |   | 137,242    |  
|Provision for credit card claims                                            |  |                                                |           |   |               |   | 6,000      |  
|Preopening expenses                                                         |  |                                                | 1,950      |   |               |   | 1,720      |  
|                                                                            |  |                                                |            |   |               |   |            |  
|Operating income                                                            |  |                                                | 49,725     |   |               |   | 40,548     |  
|Interest income, net                                                        |  |                                                | 572        |   |               |   | 130        |  
|Gain on contingent lease obligations                                        |  |                                                |           |   |               |   | 4,407      |  
|                                                                            |  |                                                |            |   |               |   |            |  
|Income from continuing operations before income taxes                       |  |                                                | 50,297     |   |               |   | 45,085     |  
|Provision for income taxes                                                  |  |                                                | 19,767     |   |               |   | 16,956     |  
|                                                                            |  |                                                |            |   |               |   |            |  
|Income from continuing operations                                           |  |                                                | 30,530     |   |               |   | 28,129     |  
|Loss from discontinued operations, net of income tax benefit of $51 and $86 |  |                                                | (77        | ) |               |   | (130       | )
|                                                                            |  |                                                |            |   |               |   |            |  
|Net income                                                                  |  | $                                              | 30,453     |   |               | $ | 27,999     |  
|                                                                            |  |                                                |            |   |               |   |            |  
|Basic earnings per common share:                                            |  |                                                |            |   |               |   |            |  
|Income from continuing operations                                           |  | $                                              | 0.45       |   |               | $ | 0.40       |  
|Loss from discontinued operations                                           |  |                                                |           |   |               |   |           |  
|                                                                            |  |                                                |            |   |               |   |            |  
|Net income                                                                  |  | $                                              | 0.45       |   |               | $ | 0.40       |  
|                                                                            |  |                                                |            |   |               |   |            |  
|Diluted earnings per common share:                                          |  |                                                |            |   |               |   |            |  
|Income from continuing operations                                           |  | $                                              | 0.44       |   |               | $ | 0.40       |  
|Loss from discontinued operations                                           |  |                                                |           |   |               |   |           |  
|                                                                            |  |                                                |            |   |               |   |            |  
|Net income                                                                  |  | $                                              | 0.44       |   |               | $ | 0.40       |  
|                                                                            |  |                                                |            |   |               |   |            |  
|Number of common shares for earnings per share computations:                |  |                                                |            |   |               |   |            |  
|Basic                                                                       |  |                                                | 68,338,863 |   |               |   | 69,533,945 |  
|Diluted                                                                     |  |                                                | 69,140,923 |   |               |   | 69,957,458 |  



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



-1-



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BJS WHOLESALE CLUB, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)



|                                                                              |  |                                                |            |   |               |   |            |  
|----------------------------------------------------------------------------- |  | ---------------------------------------------- | ---------- | - | ------------- | - | ---------- | -
|                                                                              |  | Twenty-Six Weeks Ended                         |           
|                                                                              |  | July 30, 2005                                  |            |   | July 31, 2004 |  
|                                                                              |  | (Dollars in Thousands exceptPer Share Amounts) |           
|Net sales                                                                     |  | $                                              | 3,750,382  |   |               | $ | 3,450,946  |  
|Membership fees and other                                                     |  |                                                | 81,706     |   |               |   | 74,947     |  
|                                                                              |  |                                                |            |   |               |   |            |  
|Total revenues                                                                |  |                                                | 3,832,088  |   |               |   | 3,525,893  |  
|                                                                              |  |                                                |            |   |               |   |            |  
|Cost of sales, including buying and occupancy costs                           |  |                                                | 3,452,459  |   |               |   | 3,190,359  |  
|Selling, general and administrative expenses                                  |  |                                                | 298,876    |   |               |   | 260,442    |  
|Provision for credit card claims                                              |  |                                                | 3,000      |   |               |   | 6,000      |  
|Preopening expenses                                                           |  |                                                | 3,047      |   |               |   | 1,939      |  
|                                                                              |  |                                                |            |   |               |   |            |  
|Operating income                                                              |  |                                                | 74,706     |   |               |   | 67,153     |  
|Interest income, net                                                          |  |                                                | 847        |   |               |   | 19         |  
|Gain on contingent lease obligations                                          |  |                                                | 4,277      |   |               |   | 4,334      |  
|                                                                              |  |                                                |            |   |               |   |            |  
|Income from continuing operations before income taxes                         |  |                                                | 79,830     |   |               |   | 71,506     |  
|Provision for income taxes                                                    |  |                                                | 30,597     |   |               |   | 27,127     |  
|                                                                              |  |                                                |            |   |               |   |            |  
|Income from continuing operations                                             |  |                                                | 49,233     |   |               |   | 44,379     |  
|Loss from discontinued operations, net of income tax benefit of $105 and $174 |  |                                                | (157       | ) |               |   | (262       | )
|                                                                              |  |                                                |            |   |               |   |            |  
|Net income                                                                    |  | $                                              | 49,076     |   |               | $ | 44,117     |  
|                                                                              |  |                                                |            |   |               |   |            |  
|Basic earnings per common share:                                              |  |                                                |            |   |               |   |            |  
|                                                                              |  |                                               
|Income from continuing operations                                             |  | $                                              | 0.72       |   |               | $ | 0.64       |  
|Loss from discontinued operations                                             |  |                                                |           |   |               |   | (0.01      | )
|                                                                              |  |                                                |            |   |               |   |            |  
|Net income                                                                    |  | $                                              | 0.72       |   |               | $ | 0.63       |  
|                                                                              |  |                                                |            |   |               |   |            |  
|Diluted earnings per common share:                                            |  |                                                |            |   |               |   |            |  
|                                                                              |  |                                               
|Income from continuing operations                                             |  | $                                              | 0.71       |   |               | $ | 0.63       |  
|Loss from discontinued operations                                             |  |                                                |           |   |               |   |           |  
|                                                                              |  |                                                |            |   |               |   |            |  
|Net income                                                                    |  | $                                              | 0.71       |   |               | $ | 0.63       |  
|                                                                              |  |                                                |            |   |               |   |            |  
|Number of common shares for earnings per share computations:                  |  |                                                |            |   |               |   |            |  
|Basic                                                                         |  |                                                | 68,581,905 |   |               |   | 69,671,623 |  
|Diluted                                                                       |  |                                                | 69,390,817 |   |               |   | 70,161,263 |  



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



-2-



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BJS WHOLESALE CLUB, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)



|                                                                                      |  |                                                 |           |   |                 |   |           |               |  |   |           |  
|------------------------------------------------------------------------------------- |  | ----------------------------------------------- | --------- | - | --------------- | - | --------- | ------------- |  | - | --------- | -
|                                                                                      |  | July 30, 2005                                   |           |   | January 29,2005 |   |           | July 31, 2004 | 
|                                                                                      |  | (Dollars in Thousands except Per ShareAmounts ) |          
|ASSETS                                                                                |  |                                                 |           |   |                 |   |           |               |  |   |           |  
|Current assets:                                                                       |  |                                                 |           |   |                 |   |           |               |  |   |           |  
|Cash and cash equivalents                                                             |  | $                                               | 150,776   |   |                 | $ | 125,558   |               |  | $ | 36,202    |  
|Marketable securities                                                                 |  |                                                 |          |   |                 |   | 24,800    |               |  |   | 110,100   |  
|Accounts receivable                                                                   |  |                                                 | 81,803    |   |                 |   | 87,292    |               |  |   | 72,569    |  
|Merchandise inventories                                                               |  |                                                 | 766,719   |   |                 |   | 759,742   |               |  |   | 700,128   |  
|Current deferred income taxes                                                         |  |                                                 | 22,486    |   |                 |   | 25,665    |               |  |   | 17,707    |  
|Prepaid expenses                                                                      |  |                                                 | 19,597    |   |                 |   | 19,922    |               |  |   | 17,241    |  
|                                                                                      |  |                                                 |           |   |                 |   |           |               |  |   |           |  
|Total current assets                                                                  |  |                                                 | 1,041,381 |   |                 |   | 1,042,979 |               |  |   | 953,947   |  
|                                                                                      |  |                                                 |           |   |                 |   |           |               |  |   |           |  
|Property at cost:                                                                     |  |                                                 |           |   |                 |   |           |               |  |   |           |  
|Land and buildings                                                                    |  |                                                 | 566,613   |   |                 |   | 564,237   |               |  |   | 541,613   |  
|Leasehold costs and improvements                                                      |  |                                                 | 157,708   |   |                 |   | 152,547   |               |  |   | 124,022   |  
|Furniture, fixtures and equipment                                                     |  |                                                 | 534,850   |   |                 |   | 514,838   |               |  |   | 496,052   |  
|                                                                                      |  |                                                 |           |   |                 |   |           |               |  |   |           |  
|                                                                                      |  |                                                 | 1,259,171 |   |                 |   | 1,231,622 |               |  |   | 1,161,687 |  
|Less: accumulated depreciation and amortization                                       |  |                                                 | 454,679   |   |                 |   | 405,737   |               |  |   | 389,270   |  
|                                                                                      |  |                                                 |           |   |                 |   |           |               |  |   |           |  
|                                                                                      |  |                                                 | 804,492   |   |                 |   | 825,885   |               |  |   | 772,417   |  
|Other assets                                                                          |  |                                                 | 23,866    |   |                 |   | 22,650    |               |  |   | 22,969    |  
|                                                                                      |  |                                                 |           |   |                 |   |           |               |  |   |           |  
|Total assets                                                                          |  | $                                               | 1,869,739 |   |                 | $ | 1,891,514 |               |  | $ | 1,749,333 |  
|                                                                                      |  |                                                 |           |   |                 |   |           |               |  |   |           |  
|LIABILITIES                                                                           |  |                                                 |           |   |                 |   |           |               |  |   |           |  
|Current liabilities:                                                                  |  |                                                 |           |   |                 |   |           |               |  |   |           |  
|Current installments of long-term debt                                                |  | $                                               | 444       |   |                 | $ | 429       |               |  | $ | 414       |  
|Accounts payable                                                                      |  |                                                 | 548,142   |   |                 |   | 533,345   |               |  |   | 522,683   |  
|Accrued expenses and other current liabilities                                        |  |                                                 | 215,031   |   |                 |   | 238,911   |               |  |   | 188,550   |  
|Accrued federal and state income taxes                                                |  |                                                 | 32,528    |   |                 |   | 54,321    |               |  |   | 25,976    |  
|Closed store lease obligations due within one year                                    |  |                                                 | 959       |   |                 |   | 7,121     |               |  |   | 8,471     |  
|                                                                                      |  |                                                 |           |   |                 |   |           |               |  |   |           |  
|Total current liabilities                                                             |  |                                                 | 797,104   |   |                 |   | 834,127   |               |  |   | 746,094   |  
|                                                                                      |  |                                                 |           |   |                 |   |           |               |  |   |           |  
|Long-term debt, less portion due within one year                                      |  |                                                 | 2,970     |   |                 |   | 3,196     |               |  |   | 3,415     |  
|Noncurrent closed store lease obligations                                             |  |                                                 | 8,498     |   |                 |   | 8,870     |               |  |   | 10,627    |  
|Other noncurrent liabilities                                                          |  |                                                 | 72,983    |   |                 |   | 73,756    |               |  |   | 62,868    |  
|Deferred income taxes                                                                 |  |                                                 | 30,261    |   |                 |   | 32,398    |               |  |   | 39,974    |  
|Commitments and contingencies                                                         |  |                                                 |          |   |                 |   |          |               |  |   |          |  
|                                                                                      |  |                                                 |          
|STOCKHOLDERS EQUITY                                                                  |  |                                                 |           |   |                 |   |           |               |  |   |           |  
|Preferred stock, par value $.01, authorized 20,000,000 shares, no shares issued       |  |                                                 |          |   |                 |   |          |               |  |   |          |  
|Common stock, par value $.01, authorized 180,000,000 shares, issued 74,410,190 shares |  |                                                 | 744       |   |                 |   | 744       |               |  |   | 744       |  
|Additional paid-in capital                                                            |  |                                                 | 32,174    |   |                 |   | 37,827    |               |  |   | 44,168    |  
|Unearned compensation                                                                 |  |                                                 | (2,126    | ) |                 |   | (2,629    | )             |  |   | (358      | )
|Retained earnings                                                                     |  |                                                 | 1,127,985 |   |                 |   | 1,078,909 |               |  |   | 1,008,650 |  
|Treasury stock, at cost, 6,245,995 and 5,320,687 and 4,869,831 shares                 |  |                                                 | (200,854  | ) |                 |   | (175,684  | )             |  |   | (166,849  | )
|                                                                                      |  |                                                 |           |   |                 |   |           |               |  |   |           |  
|Total stockholders equity                                                            |  |                                                 | 957,923   |   |                 |   | 939,167   |               |  |   | 886,355   |  
|                                                                                      |  |                                                 |           |   |                 |   |           |               |  |   |           |  
|Total liabilities and stockholders equity                                            |  | $                                               | 1,869,739 |   |                 | $ | 1,891,514 |               |  | $ | 1,749,333 |  
|                                                                                      |  |                                                 |           |   |                 |   |           |               |  |   |           |  



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



-3-



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BJS WHOLESALE CLUB, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



|                                                                                  |  |                        |         |   |               |   |          |  
|--------------------------------------------------------------------------------- |  | ---------------------- | ------- | - | ------------- | - | -------- | -
|                                                                                  |  | Twenty-Six Weeks Ended |        
|                                                                                  |  | July 30, 2005          |         |   | July 31, 2004 |  
|                                                                                  |  | (Dollars in Thousands) |        
|CASH FLOWS FROM OPERATING ACTIVITIES                                              |  |                        |         |   |               |   |          |  
|Net income                                                                        |  | $                      | 49,076  |   |               | $ | 44,117   |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                        |         |   |               |   |          |  
|Provision for credit card claims                                                  |  |                        | 3,000   |   |               |   | 6,000    |  
|Loss on contingent lease obligations                                              |  |                        |        |   |               |   | 132      |  
|Provision for store closing costs                                                 |  |                        | 262     |   |               |   | 436      |  
|Depreciation and amortization of property                                         |  |                        | 52,507  |   |               |   | 48,671   |  
|(Gain) loss on property disposals                                                 |  |                        | 114     |   |               |   | (16      | )
|Other noncash items (net)                                                         |  |                        | 1,154   |   |               |   | 492      |  
|Deferred income taxes                                                             |  |                        | 1,042   |   |               |   | 7,425    |  
|Tax benefit from exercise of stock options                                        |  |                        | 3,664   |   |               |   | 2,525    |  
|Increase (decrease) in cash due to changes in:                                    |  |                        |         |   |               |   |          |  
|Accounts receivable                                                               |  |                        | 5,489   |   |               |   | 6,354    |  
|Merchandise inventories                                                           |  |                        | (6,977  | ) |               |   | 9,234    |  
|Prepaid expenses                                                                  |  |                        | 325     |   |               |   | 5,399    |  
|Other assets                                                                      |  |                        | (1,316  | ) |               |   | (5       | )
|Accounts payable                                                                  |  |                        | 20,491  |   |               |   | 27,920   |  
|Accrued expenses                                                                  |  |                        | (5,908  | ) |               |   | (6,207   | )
|Accrued income taxes                                                              |  |                        | (21,793 | ) |               |   | (11,952  | )
|Closed store lease obligations                                                    |  |                        | (6,796  | ) |               |   | (3,388   | )
|Other noncurrent liabilities                                                      |  |                        | (1,530  | ) |               |   | 4,350    |  
|                                                                                  |  |                        |         |   |               |   |          |  
|Net cash provided by operating activities                                         |  |                        | 92,804  |   |               |   | 141,487  |  
|                                                                                  |  |                        |         |   |               |   |          |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                              |  |                        |         |   |               |   |          |  
|Property additions                                                                |  |                        | (51,847 | ) |               |   | (49,384  | )
|Proceeds from property disposals                                                  |  |                        | 51      |   |               |   | 461      |  
|Purchase of marketable securities                                                 |  |                        | (95,825 | ) |               |   | (516,345 | )
|Sale of marketable securities                                                     |  |                        | 120,625 |   |               |   | 406,245  |  
|                                                                                  |  |                        |         |   |               |   |          |  
|Net cash used in investing activities                                             |  |                        | (26,996 | ) |               |   | (159,023 | )
|                                                                                  |  |                        |         |   |               |   |          |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                              |  |                        |         |   |               |   |          |  
|Repayment of long-term debt                                                       |  |                        | (211    | ) |               |   | (196     | )
|Proceeds from issuance of common stock                                            |  |                        | 13,923  |   |               |   | 5,453    |  
|Purchase of treasury stock                                                        |  |                        | (48,608 | ) |               |   | (18,014  | )
|Changes in book overdrafts                                                        |  |                        | (5,694  | ) |               |   | (12,225  | )
|                                                                                  |  |                        |         |   |               |   |          |  
|Net cash used in financing activities                                             |  |                        | (40,590 | ) |               |   | (24,982  | )
|                                                                                  |  |                        |         |   |               |   |          |  
|Net increase (decrease) in cash and cash equivalents                              |  |                        | 25,218  |   |               |   | (42,518  | )
|Cash and cash equivalents at beginning of year                                    |  |                        | 125,558 |   |               |   | 78,720   |  
|                                                                                  |  |                        |         |   |               |   |          |  
|Cash and cash equivalents at end of period                                        |  | $                      | 150,776 |   |               | $ | 36,202   |  
|                                                                                  |  |                        |         |   |               |   |          |  
|Noncash financing and investing activities:                                       |  |                        |         |   |               |   |          |  
|Treasury stock issued for compensation plans                                      |  | $                      | 23,438  |   |               | $ | 16,904   |  



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



-4-



---

BJS WHOLESALE CLUB, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY

(Unaudited)



|                           |  |                |  |        |     |                            |                |        |                       |  |   |                   |   |  |   |           |  |        |   |                            |   |          |   |  |   |         |  
|-------------------------- |  | -------------- |  | ------ | --- | -------------------------- | -------------- | ------ | --------------------- |  | - | ----------------- | - |  | - | --------- |  | ------ | - | -------------------------- | - | -------- | - |  | - | ------- | -
|                           |  |                |  |        |     | Additional Paid-in Capital |                |        | Unearned Compensation |  |   | Retained Earnings |   |  |   |           |  |        |   | Total Stockholders Equity |  
|                           |  | Common Stock   |  |        |     |                            | Treasury Stock |        |                      
|                           |  | Shares         |  | Amount |     |                            |                |        | Shares                |  |   | Amount            |   | 
|                           |  | (In Thousands) | 
|Balance, January 31, 2004  |  | 74,410         |  | $      | 744 |                            | $              | 52,868 |                       |  | $ | (185              | ) |  | $ | 964,533   |  | (4,621 | ) |                            | $ | (165,739 | ) |  | $ | 852,221 |  
|Net income                 |  |               |  |        |    |                            |                |       |                       |  |   |                  |   |  |   | 44,117    |  |       |   |                            |   |         |   |  |   | 44,117  |  
|Issuance of common stock   |  |               |  |        |    |                            |                | (8,700 | )                     |  |   | (237              | ) |  |   |          |  | 481    |   |                            |   | 16,904   |   |  |   | 7,967   |  
|Purchase of treasury stock |  |               |  |        |    |                            |                |       |                       |  |   |                  |   |  |   |          |  | (730   | ) |                            |   | (18,014  | ) |  |   | (18,014 | )
|Compensation expense       |  |               |  |        |    |                            |                |       |                       |  |   | 64                |   |  |   |          |  |       |   |                            |   |         |   |  |   | 64      |  
|                           |  |                |  |        |     |                            |                |        |                       |  |   |                   |   |  |   |           |  |        |   |                            |   |          |   |  |   |         |  
|Balance, July 31, 2004     |  | 74,410         |  | $      | 744 |                            | $              | 44,168 |                       |  | $ | (358              | ) |  | $ | 1,008,650 |  | (4,870 | ) |                            | $ | (166,849 | ) |  | $ | 886,355 |  
|                           |  |                |  |        |     |                            |                |        |                       |  |   |                   |   |  |   |           |  |        |   |                            |   |          |   |  |   |         |  
|Balance, January 29, 2005  |  | 74,410         |  | $      | 744 |                            | $              | 37,827 |                       |  | $ | (2,629            | ) |  | $ | 1,078,909 |  | (5,321 | ) |                            | $ | (175,684 | ) |  | $ | 939,167 |  
|Net income                 |  |               |  |        |    |                            |                |       |                       |  |   |                  |   |  |   | 49,076    |  |       |   |                            |   |         |   |  |   | 49,076  |  
|Issuance of common stock   |  |               |  |        |    |                            |                | (5,653 | )                     |  |   | (198              | ) |  |   |          |  | 719    |   |                            |   | 23,438   |   |  |   | 17,587  |  
|Purchase of treasury stock |  |               |  |        |    |                            |                |       |                       |  |   |                  |   |  |   |          |  | (1,644 | ) |                            |   | (48,608  | ) |  |   | (48,608 | )
|Compensation expense       |  |               |  |        |    |                            |                |       |                       |  |   | 701               |   |  |   |          |  |       |   |                            |   |         |   |  |   | 701     |  
|                           |  |                |  |        |     |                            |                |        |                       |  |   |                   |   |  |   |           |  |        |   |                            |   |          |   |  |   |         |  
|Balance, July 30, 2005     |  | 74,410         |  | $      | 744 |                            | $              | 32,174 |                       |  | $ | (2,126            | ) |  | $ | 1,127,985 |  | (6,246 | ) |                            | $ | (200,854 | ) |  | $ | 957,923 |  
|                           |  |                |  |        |     |                            |                |        |                       |  |   |                   |   |  |   |           |  |        |   |                            |   |          |   |  |   |         |  



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



-5-



---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1. The results for BJs Wholesale Club, Inc. (BJs or the
Company or we) for the quarter and six months ended July 30, 2005 are not necessarily indicative of the results for the full fiscal year or any future period because, among other things, our business, in common with the business of
retailers generally, is subject to seasonal influences. Our sales and operating income have typically 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 we considered necessary for a fair statement of our 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 our Annual Report on Form 10-K for the
fiscal year ended January 29, 2005.



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



|                               |  |                      |      |   |                        |   |      |              |  |   |              |   |  |   |      |  
|------------------------------ |  | -------------------- | ---- | - | ---------------------- | - | ---- | ------------ |  | - | ------------ | - |  | - | ---- | -
|                               |  | Thirteen Weeks Ended |      |   | Twenty-Six Weeks Ended |  
|                               |  | July 30,2005         |      |   | July 31,2004           |   |      | July 30,2005 |  |   | July 31,2004 |  
|Interest income                |  | $                    | 739  |   |                        | $ | 347  |              |  | $ | 1,248        |   |  | $ | 457  |  
|Capitalized interest           |  |                      | 2    |   |                        |   | 2    |              |  |   | 2            |   |  |   | 3    |  
|Interest expense on debt       |  |                      | (169 | ) |                        |   | (219 | )            |  |   | (403         | ) |  |   | (441 | )
|                               |  |                      |      |   |                        |   |      |              |  |   |              |   |  |   |      |  
|Interest income (expense), net |  | $                    | 572  |   |                        | $ | 130  |              |  | $ | 847          |   |  | $ | 19   |  
|                               |  |                      |      |   |                        |   |      |              |  |   |              |   |  |   |      |  



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



|                                                                                   |  |                      |        |                        |   |              |  |              |        |  |   |       
|---------------------------------------------------------------------------------- |  | -------------------- | ------ | ---------------------- | - | ------------ |  | ------------ | ------ |  | - | ------
|                                                                                   |  | Thirteen Weeks Ended |        | Twenty-Six Weeks Ended
|                                                                                   |  | July 30,2005         |        | July 31,2004           |   | July 30,2005 |  | July 31,2004
|Income from continuing operations                                                  |  | $                    | 30,530 |                        | $ | 28,129       |  | $            | 49,233 |  | $ | 44,379
|                                                                                   |  |                      |        |                        |   |              |  |              |        |  |   |       
|Weighted-average number of common shares outstanding, used for basic computation   |  |                      | 68,339 |                        |   | 69,534       |  |              | 68,582 |  |   | 69,672
|Plus: Incremental shares from assumed exercise of stock options                    |  |                      | 802    |                        |   | 423          |  |              | 809    |  |   | 489   
|                                                                                   |  |                      |        |                        |   |              |  |              |        |  |   |       
|Weighted-average number of common and dilutive potential common shares outstanding |  |                      | 69,141 |                        |   | 69,957       |  |              | 69,391 |  |   | 70,161
|                                                                                   |  |                      |        |                        |   |              |  |              |        |  |   |       
|Basic earnings per share                                                           |  | $                    | 0.45   |                        | $ | 0.40         |  | $            | 0.72   |  | $ | 0.64  
|                                                                                   |  |                      |        |                        |   |              |  |              |        |  |   |       
|Diluted earnings per share                                                         |  | $                    | 0.44   |                        | $ | 0.40         |  | $            | 0.71   |  | $ | 0.63  
|                                                                                   |  |                      |        |                        |   |              |  |              |        |  |   |       



-6-



---

Options to purchase the following shares were outstanding at July 30, 2005 and July 31, 2004, but were not included in
the computation of diluted earnings per share because the options exercise prices were greater than the average market price of the common shares for the periods indicated.



|                                     |  |                  |  |                                |      
|------------------------------------ |  | ---------------- |  | ------------------------------ | -----
|                                     |  | Number of Shares |  | Weighted-AverageExercise Price
|Thirteen weeks ended July 30, 2005   |  | 763,225          |  | $                              | 37.49
|Twenty-six weeks ended July 30, 2005 |  | 763,225          |  | $                              | 37.49
|                                     |  |                 
|Thirteen weeks ended July 31, 2004   |  | 2,887,723        |  | $                              | 28.53
|Twenty-six weeks ended July 31, 2004 |  | 2,487,723        |  | $                              | 29.32



6. We account for stock-based employee
compensation under the recognition and measurement principles of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations. No stock-based employee compensation cost for stock options is reflected in net
income, as all options granted under our plans had an exercise price equal to the market value of the underlying common stock on the date of the grant. We do include stock-based employee compensation cost for restricted stock in net income. The
following table illustrates the effect on net income and earnings per share if we had applied the fair value recognition provisions of Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation, to
stock-based employee compensation:



|                                                                                                                                            |  |                                                 |        |   |                        |   |        |              |  |   |              |   |  |   |        |  
|------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------- | ------ | - | ---------------------- | - | ------ | ------------ |  | - | ------------ | - |  | - | ------ | -
|                                                                                                                                            |  | Thirteen Weeks Ended                            |        |   | Twenty-Six Weeks Ended |  
|                                                                                                                                            |  | July 30,2005                                    |        |   | July 31,2004           |   |        | July 30,2005 |  |   | July 31,2004 |  
|                                                                                                                                            |  | (Dollars in Thousands except Per Share Amounts) |       
|Net income, as reported                                                                                                                     |  | $                                               | 30,453 |   |                        | $ | 27,999 |              |  | $ | 49,076       |   |  | $ | 44,117 |  
|Add: Stock-based employee compensation expense included in reported net income, net of related tax effects                                  |  |                                                 | 223    |   |                        |   | 23     |              |  |   | 428          |   |  |   | 39     |  
|Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax
effects |  |                                                 | (2,566 | ) |                        |   | (1,839 | )            |  |   | (4,724       | ) |  |   | (3,457 | )
|                                                                                                                                            |  |                                                 |        |   |                        |   |        |              |  |   |              |   |  |   |        |  
|Pro forma net income                                                                                                                        |  | $                                               | 28,110 |   |                        | $ | 26,183 |              |  | $ | 44,780       |   |  | $ | 40,699 |  
|                                                                                                                                            |  |                                                 |        |   |                        |   |        |              |  |   |              |   |  |   |        |  
|Earnings per share:                                                                                                                         |  |                                                 |        |   |                        |   |        |              |  |   |              |   |  |   |        |  
|Basic - as reported                                                                                                                         |  | $                                               | 0.45   |   |                        | $ | 0.40   |              |  | $ | 0.72         |   |  | $ | 0.63   |  
|                                                                                                                                            |  |                                                 |        |   |                        |   |        |              |  |   |              |   |  |   |        |  
|Basic - pro forma                                                                                                                           |  | $                                               | 0.41   |   |                        | $ | 0.38   |              |  | $ | 0.65         |   |  | $ | 0.58   |  
|                                                                                                                                            |  |                                                 |        |   |                        |   |        |              |  |   |              |   |  |   |        |  
|Diluted - as reported                                                                                                                       |  | $                                               | 0.44   |   |                        | $ | 0.40   |              |  | $ | 0.71         |   |  | $ | 0.63   |  
|                                                                                                                                            |  |                                                 |        |   |                        |   |        |              |  |   |              |   |  |   |        |  
|Diluted - pro forma                                                                                                                         |  | $                                               | 0.41   |   |                        | $ | 0.38   |              |  | $ | 0.65         |   |  | $ | 0.58   |  
|                                                                                                                                            |  |                                                 |        |   |                        |   |        |              |  |   |              |   |  |   |        |  



-7-



---

7. The following table summarizes activity relating to our obligations for House2Home, Inc. (House2Home) and
BJs closed store leases:



|                                                         |  |                        |        |   |              |   |        |  
|-------------------------------------------------------- |  | ---------------------- | ------ | - | ------------ | - | ------ | -
|                                                         |  | Twenty-Six Weeks Ended |       
|                                                         |  | July 30,2005           |        |   | July 31,2004 |  
|                                                         |  | (Dollars in Thousands) |       
|Reserves for closed store liabilities, beginning of year |  | $                      | 15,991 |   |              | $ | 21,911 |  
|Interest accretion charges                               |  |                        | 262    |   |              |   | 568    |  
|Cash payments                                            |  |                        | (6,796 | ) |              |   | (3,381 | )
|                                                         |  |                        |        |   |              |   |        |  
|Reserves for closed store liabilities, end of period     |  | $                      | 9,457  |   |              | $ | 19,098 |  
|                                                         |  |                        |        |   |              |   |        |  



As of July 30, 2005, we have settled
all 41 House2Home leases for which we were originally contingently liable, including lump sum settlements for 38 leases. The other three House2Home properties (for which we remain contingently liable) have been assigned to third parties. Two of the
leases for the three BJs clubs closed in November 2002 have been settled through lump sum payments, including a settlement in this years second quarter for one of the closed BJs clubs.



We believe that the liabilities recorded in the financial statements adequately provide for
our remaining lease obligation. However, there can be no assurance that our actual liability for this obligation will not differ materially from amounts recorded in the financial statements due to a number of factors, including future economic
factors which may affect the ability to successfully sublease, assign or otherwise settle liabilities related to this property. We consider our maximum reasonably possible undiscounted pretax exposure for our closed store lease obligation to be
approximately $22 million at July 30, 2005.



8. Early in 2004 we were notified
by credit card issuers that credit and debit card accounts used legitimately at BJs were subsequently used in fraudulent transactions at non-BJs locations. In response, we retained a leading computer security firm to conduct a forensic
analysis of our information technology systems with a goal of determining whether a breach had in fact occurred. While no conclusive evidence of a breach was found, the computer security firm concluded that: (1) our centralized computer system that
serves as the aggregation point for all BJs credit and debit card transactions chain-wide had not been breached and (2) any breach would have likely occurred in a more decentralized fashion involving club-level systems. On March 12, 2004,
after our receipt of the computer security firms preliminary report of findings, we issued a public statement alerting consumers to the potential security breach.



In 2004, we recorded charges of $6.0 million ($3.6 million post-tax) in the second quarter and $1.0 million ($0.6 million post-tax) in the
third quarter to establish a reserve for claims seeking reimbursement for fraudulent credit and debit card charges and the cost of replacing cards, monitoring expenses and related fees and expenses. In the quarter ended April 30, 2005, we recorded
an additional charge of $3.0 million ($1.8 million post-tax) to increase our reserve. This charge was driven primarily by an increase in our estimate of legal costs to be incurred in connection with this matter. As of July 30, 2005, the balance in
the reserve was $4.7 million, which represents our best estimate of the remaining costs and expenses related to this matter at that time. This reserve is included in accrued expenses and other current liabilities on our balance sheet.



In connection with this matter, the Company entered into a proposed consent order with the
Federal Trade Commission (FTC), which has jurisdiction over consumer protection matters. The FTC published the proposed order for public comment on June 16, 2005, and the full text of the proposed consent order can be found on the
FTCs website. The public comment period has now expired, and the Company is awaiting final approval of the order from the FTCs Commissioners.



In summary, BJs has not admitted any wrongdoing or that the facts alleged in the FTCs proposed unfairness complaint are true. Under the consent order as
proposed, BJs will pay no fine or damages. BJs has agreed, however, to maintain a comprehensive information security program, much of which was put in place shortly after BJs first learned of the possible compromise, and to a
biannual assessment of that program by an independent third party. We cooperated fully with the FTCs investigation and are pleased that it is at its end.



-8-



---

As of August 16, 2005, the amount of outstanding claims, which are primarily from credit card issuing banks, was
approximately $13 million. We are unable to predict whether further claims will be asserted. We have contested and will continue to vigorously contest the claims made against us and continue to explore our defenses and possible claims against
others.



The ultimate outcome of this matter could differ from the amounts
recorded. While that difference could be material to the results of operations for any affected reporting period, it is not expected to have a material impact on consolidated financial position or liquidity.



9. Net periodic benefit cost recognized for our unfunded defined benefit postretirement
medical plan was as follows:



|                                  |  |                        |     |                        |   |              |  |              |     |  |   |    
|--------------------------------- |  | ---------------------- | --- | ---------------------- | - | ------------ |  | ------------ | --- |  | - | ---
|                                  |  | Thirteen Weeks Ended   |     | Twenty-Six Weeks Ended
|                                  |  | July 30,2005           |     | July 31,2004           |   | July 30,2005 |  | July 31,2004
|                                  |  | (Dollars in Thousands)
|Service cost                      |  | $                      | 136 |                        | $ | 100          |  | $            | 271 |  | $ | 210
|Interest cost                     |  |                        | 62  |                        |   | 51           |  |              | 125 |  |   | 107
|Amortization of unrecognized loss |  |                        | 21  |                        |   | 16           |  |              | 42  |  |   | 30 
|                                  |  |                        |     |                        |   |              |  |              |     |  |   |    
|Net periodic benefit cost         |  | $                      | 219 |                        | $ | 167          |  | $            | 438 |  | $ | 347
|                                  |  |                        |     |                        |   |              |  |              |     |  |   |    



10. On April 28, 2005, we entered into
a new $225 million unsecured credit agreement with a group of banks which expires April 27, 2010. The new agreement includes a $50 million sub-facility for letters of credit, of which $2.3 million was outstanding at July 30, 2005. We are required to
pay an annual facility fee which is currently 0.15% of the total commitment. Interest on borrowings is payable at BJs option either at (a) the Eurodollar rate plus a margin which is currently 0.475% or (b) a rate equal to the higher of (i) the
sum of the Federal Funds Effective Rate plus 0.50% or (ii) the agent banks prime rate. We are also required to pay a usage fee whenever the amount of loans and undrawn or unreimbursed letters of credit outstanding exceeds 50% of the total
commitment. The usage fee, if applicable, would currently be at an annual rate of 0.125% of the amount borrowed. The facility fee and Eurodollar margin are subject to change based upon our fixed charge coverage ratio. The agreement contains
financial covenants which include a minimum fixed charge coverage requirement and a maximum adjusted debt to capital limitation. We are required to comply with these covenants on a quarterly basis. Under the credit agreement, we may pay dividends or
repurchase our own stock in any amount so long as we remain in compliance with all requirements under the agreement. We were in compliance with the covenants and other requirements set forth in our credit agreement at July 30, 2005.



In addition to the credit agreement, we maintain a separate $50 million facility for letters
of credit, primarily to support the purchase of inventories, of which $35.8 million was outstanding at July 30, 2005, and also maintain a $25 million uncommitted credit line for short-term borrowings which expires on September 30, 2005.



There were no borrowings outstanding under our bank credit agreements or our uncommitted
credit line at July 30, 2005 and July 31, 2004.



-9-



---

11. BJs has filed proofs of claim against House2Home, Inc. for claims arising under certain agreements between
BJs and House2Home in connection with the BJs spin-off from Waban Inc. in July 1997. These claims arise primarily from BJs indemnification of TJX with respect to TJXs guarantee of House2Home leases and from the Tax Sharing
Agreement dated July 28, 1997 between BJs and House2Home. House2Home and BJs have settled BJs claims against House2Home. The settlement provides that BJs will have an unsecured claim of approximately $37.9 million, on account
of claims under the Tax Sharing Agreement and indemnification payments which have been made to TJX. The settlement agreement was approved by the United States Bankruptcy Court for the Central District of California on November 10, 2003. As part of
the settlement, BJs has been released of all claims that House2Home and its bankruptcy estate may have had against BJs, including $1.7 million owed by BJs to House2Home under the Tax Sharing Agreement. We recognized this amount as
a reduction in our tax provision in the fourth quarter of 2003.



In the second
quarter of 2004, we received pretax recoveries on account of our House2Home bankruptcy claims totaling $4.5 million ($3.1 million after tax). In the third quarter of 2004, we received a payment of $2.5 million to settle our claim against the
Indenture Trustee for House2Homes Convertible Subordinated Notes. We have no further claims against the Indenture Trustee.



In the first quarter of 2005, we received pretax recoveries on account of our House2Home bankruptcy claims of $4.3 million, which are recorded in gain on contingent lease
obligations in the statement of income. On a post-tax basis, these gains were $2.9 million. We are unable to determine the amount of any future recoveries under our claims against House2Home and, therefore, we have not recognized such claims against
House2Home in our financial statements.



12. The Financial Accounting Standards
Board (FASB) issued the following standards which will become effective in 2006:



| |  |  | Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment, (SFAS 123 (R)) revises FASB Statement No. 123, Accounting for Stock-Based
Compensation and supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and its related implementation guidance.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



This statement establishes standards for the accounting for transactions in which an entity exchanges its equity instruments
for goods or services, and focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions.



We currently account for stock-based employee compensation under the recognition and measurement principles of APB Opinion No. 25. In accordance with
that standard, no stock-based employee compensation cost for stock options has been reflected in our statements of income. In accordance with the provisions of the original SFAS No. 123, we currently disclose, on a pro forma basis, the effect on net
income had we applied the provisions of that statement to stock-based employee compensation.



SFAS No. 123(R) will require us to recognize stock option expense in our statements of income beginning no later than the first fiscal quarter of 2006 and to estimate the effect of stock option forfeitures. (As
permitted by the original SFAS No. 123, we currently account for forfeitures as they occur.) In addition, SFAS 123(R) amends FASB Statement No. 95, Statements of Cash Flows, to require that excess tax benefits be reported as a financing
cash inflow rather than as a reduction of taxes paid.



-10-



---

As of the beginning of our first fiscal quarter in 2006 (the required effective date), we
will apply the provisions of SFAS 123(R) to new stock awards and to awards modified, repurchased or canceled after the required effective date. Additionally, compensation cost for the portion of awards for which the requisite service has not been
rendered that are outstanding as of the required effective date shall be recognized as the service is rendered on or after that date. The compensation cost for that portion of awards will be based on the fair value of those awards as calculated for
pro forma disclosure purposes under the original SFAS No. 123.



Under SFAS 123(R), we may apply a modified version of retrospective application either (a) to all prior years for which the original SFAS No. 123 was effective, or (b) only to completed fiscal quarters in 2005 if we decide to adopt this
standard before the required effective date. We have not yet decided whether we will use modified retrospective application when we adopt SFAS 123(R). If we do so, we estimate that our post-tax stock option expense for the full 2005 year will be
approximately $9 to $10 million. Actual amounts of stock option expense may vary materially from this estimate based on a number of factors, including the number and timing of new options granted, the fair market value of the Companys stock
price on the date of grant and assumptions to be applied in determining the fair value of options on the grant date.



Most of BJs stock option awards specify that eligible participants whose employment terminates on or after their normal retirement date (as defined)
may exercise options within the period of one year following their termination. Shares shall continue to become exercisable during this period in accordance with the stock option agreement. Notwithstanding the foregoing, options shall in no event be
exercisable after the final exercise date. For pro forma reporting purposes under SFAS No. 123, we recognize compensation cost for this type of arrangement over the nominal vesting period (the nominal vesting period approach). Issue 19
of Emerging Issues Task Force Issue No. 00-23, Issues Related to the Accounting for Stock Compensation under APB 25 and FIN 44, (EITF 00-23) and paragraph 27 of SFAS 123 specify that an award is vested when the employees retention
of the award is no longer contingent on providing subsequent service (the non-substantive vesting period approach).



We will continue to follow the nominal vesting period approach for any new awards granted prior to adopting SFAS 123(R) and for the remaining portion of
unvested outstanding awards. Upon adopting SFAS 123(R), we will apply the non-substantive vesting approach described in paragraphs A57-58 of SFAS 123(R) to new grants that have retirement eligibility provisions. We are in the process of assessing
the impact of applying the non-substantive vesting approach versus the nominal vesting approach.



| |  |  | Statement of Financial Accounting Standards No. 151, Inventory Costs, amends the guidance in ARB No. 43, Chapter 4, Inventory Pricing, to clarify that
abnormal amounts of idle facility expense, freight, handling costs, and spoilage should be recognized as current-period charges. The provisions of SFAS No. 151 become effective for BJs in 2006. We believe that the adoption of SFAS No.
151 will not have a material effect on our results of operations, financial position or cash flows.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | SFAS No. 154, Accounting Changes and Error Corrections  a replacement of APB Opinion No. 20 and SFAS No. 3, requires retrospective application to prior
periods financial statements of changes in accounting principle, unless it is impracticable to do so. When it is impracticable to determine the effect on all prior periods, this statement requires that the new principle be applied to the
earliest period practicable. This statement carries forward without change the guidance in APB Opinion No. 20 for reporting the correction of an error in previously issued financial statements and a change in accounting estimates. SFAS No. 154 shall
be effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. We expect that adoption of SFAS No. 154 will not have a material impact on our financial statements.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Emerging Issues Task Force Issue 05-6, Determining the Amortization Period for Leasehold Improvements Purchased after Lease Inception or Acquired in a Business
Combination, (EITF 05-6) provides guidance on amortization of leasehold improvements acquired in a business combination. EITF 05-6 also states that leasehold improvements that are placed in service significantly after and not
contemplated at or near the beginning of the lease term should be amortized over the shorter of the useful life of the assets or a term that includes required lease periods and renewals that are deemed to be reasonably assured at the date of the
assets purchase. EITF 05-6 becomes effective for BJs beginning in this years third quarter. We expect that the impact of adopting EITF 05-6 will not differ materially from our current amortization practice.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



-11-



---

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations



Thirteen Weeks (Second Quarter) and Twenty-Six Weeks Ended July 30, 2005 versus Thirteen
and Twenty-Six Weeks Ended July 31, 2004.



Critical Accounting Policies
and Estimates



The preparation of our unaudited quarterly financial
statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities
at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Some accounting policies have a significant impact on amounts reported in these financial statements. A description of our critical
accounting policies is contained in our Annual Report on Form 10-K for the fiscal year ended January 29, 2005 in the Critical Accounting Policies and Estimates section of Managements Discussion and Analysis of Financial Condition
and Results of Operations.



Results of Operations



Net sales for the quarter ended July 30, 2005 rose 7.7% to $1.98 billion from $1.84 billion
reported in last years second quarter. Net sales for the first half of the current year totaled $3.75 billion, 8.7% higher than last years comparable period. These increases were due to comparable club sales increases and to the opening
of new clubs and gasoline stations. The increase in comparable club sales represented approximately 42% of the increase in total net sales from the second quarter of 2004 to the second quarter of 2005 and approximately 51% of the increase in
year-to-date sales. New clubs and gasoline stations accounted for the remainder of the increase. Adjusting each period for shifts between certain food and general merchandise categories, food accounted for 60% of total food and general merchandise
sales in this years second quarter versus 59% in last years second quarter. For the year-to-date period, food accounted for 60% of total food and general merchandise sales this year versus 58% in last years comparable period.



Comparable club sales increased by 3.2% over last year in the second quarter,
including a 0.4% contribution from gasoline sales, and increased by 4.4% for the first half of the year, including a 0.5% contribution from sales of gasoline. On a comparable club basis, food sales increased by approximately 6% in this years
second quarter and by approximately 7% year-to-date. Comparable club general merchandise sales decreased by approximately 1% in both the second quarter and the year-to-date period. Food departments with strong comparable club sales in the second
quarter included coffee, paper products, produce, and beverages. General merchandise departments with strong comparable club sales in the second quarter included air conditioners (particularly due to hotter weather than last year in the months of
June and July), televisions and beauty care. These were offset by weaker general merchandise categories which included sporting goods, furniture and video game hardware and software.



Total revenues included membership fees of $37.1 million in this years second quarter versus $34.7 million in last years
comparable period. For the year-to-date period, membership fees were $74.1 million this year compared with $67.9 million last year. These increases were due principally to the opening of new clubs, strong member renewal rates and increased
participation in BJs Rewards Membership program.



-12-



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Cost of sales (including buying and occupancy costs) was 91.67% of net sales in this years second quarter versus
92.00% in last years second quarter. For the first six months, the cost of sales percentage was 92.06% this year versus 92.45% last year. This years favorable variances were attributable to higher merchandise gross margins due mainly to
stronger sales of private brands and our shift to internally managing the purchase of produce instead of relying on a third party. We were also able to realize product cost reductions from global and e-sourcing initiatives this year. Increases in
merchandise gross margins were partially offset by lower gasoline margins in the first half of the year (particularly in the second quarter) and to a lesser extent by higher buying and occupancy costs as a percentage of sales.



Selling, general and administrative (SG&A) expenses were 7.79% of net sales
in the second quarter versus 7.46% in last years comparable period. Year-to-date SG&A expenses were 7.97% of net sales this year versus 7.55% last year. These increases were due principally to higher payroll and fringe benefit costs, a
portion of which is attributable to our shift to self-run produce. In the year-to-date period last year, we recorded a $2.3 million reduction in first quarter SG&A expenses resulting from a settlement of medical claims overcharges from a former
plan administrator. On a post-tax basis, this settlement was $1.4 million, or $.02 per diluted share.



Total SG&A expenses rose by $17.1 million from the second quarter of 2004 to the second quarter of 2005. Payroll and benefits accounted for 77% of all SG&A expenses in both this years and last
years second quarters, and 75% of the increase over last years second quarter SG&A expenses. For the year-to-date period, total SG&A expenses rose by $38.4 million this year. Payroll and payroll benefits accounted for 77% of all
SG&A expenses in this years first six months versus 78% last year, and 73% of the increase over last years SG&A expenses in the first half of the year.



Preopening expenses were $2.0 million in this years second quarter versus $1.7 million in last years second quarter.
Year-to-date preopening expenses totaled $3.0 million this year versus $1.9 million last year. In this years first half we opened four new clubs, three of which opened in the second quarter. In last years first half, we opened one new
club (in the second quarter).



Net interest income was $572,000 in this
years second quarter versus $130,000 in last years second quarter. Net interest income for the first six months of this year was $847,000 versus $19,000 in last years comparable period. These increases were due mainly to higher
interest rates on invested cash as well as higher balances of invested cash.



During the first six months of this year, we recorded a first quarter charge of $3.0 million ($1.8 million post-tax) to increase our reserve for credit card claims. This increase in the reserve was driven primarily by an increase in our
estimate of legal costs to be incurred in connection with this matter. In last years second quarter, we recorded a charge of $6.0 million ($3.6 million post-tax) to establish the reserve. See Note 8 of Notes to Consolidated Financial
Statements for additional information.



This years gain on contingent
lease obligations of $4.3 million consisted of recoveries on account of our House2Home bankruptcy claims and was recorded in the first quarter. On a post-tax basis, this gain was $2.9 million. For the first six months of last year, gain on
contingent lease obligations also totaled $4.3 million and consisted of second quarter recoveries of House2Home bankruptcy claims of $4.5 million ($3.1 million after-tax), partially offset by interest accretion charges. See Note 11 of Notes to
Consolidated Financial Statements for additional information.



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Our income tax provision was 38.3% of pretax income from continuing operations in the first half of 2005 versus 37.9% in
last years first half. These rates were affected by House2Home bankruptcy recoveries, portions of which were nontaxable. For the full 2005 year, we expect our tax rate provision to be approximately 38.9%.



Income from continuing operations was $30.5 million, or $.44 per diluted share, in this
years second quarter versus $28.1 million, or $.40 per diluted share, in last years comparable period. For the first six months, income from continuing operations was $49.2 million, or $.71 per diluted share, this year versus $44.4
million, or $.63 per diluted share, last year.



Loss from discontinued
operations (net of income tax benefit) was $77,000 in this years second quarter versus $130,000 in last years second quarter, and $157,000 in this years first six months versus $262,000 in last years comparable period. Loss
from discontinued operations consists of interest accretion charges associated with BJs clubs that closed in 2002.



Net income for the second quarter was $30.5 million, or $.44 per diluted share, this year versus $28.0 million, or $.40 per diluted share, last year. Last years
second quarter included net expense of $0.5 million, or $.01 per diluted share, consisting of expense to establish the reserve for credit card claims of $3.6 million, net of income from the House2Home bankruptcy claims recoveries of $3.1 million.



Net income for the first six months of this year was $49.1 million, or $.71
per diluted share, versus $44.1 million, or $.63 per diluted share, last year. This years first six months included net income of $1.1 million, or $.02 per diluted share, consisting of House2Home bankruptcy recoveries of $2.9 million, net of
expense to increase the reserve for credit card claims of $1.8 million. Last years net income for the first six months included the net expense of $0.5 million, or $.01 per diluted share, for the establishment of the reserve for credit card
claims and the recovery of House2Home bankruptcy claims noted in the previous paragraph.



The Company operated 161 clubs, including two ProFoods clubs, on July 30, 2005 versus 151 BJs clubs on July 31, 2004.



Seasonality



Our business, in common with the business of retailers generally, is subject to seasonal influences. Our sales and operating income have typically been highest in the fourth quarter holiday season and lowest in the
first quarter of each fiscal year.



Recent Accounting Standards



The FASB issued the following standards which will become effective in
2006:



| |  |  | Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment, (SFAS 123 (R)) revises FASB Statement No. 123, Accounting for Stock-Based
Compensation and supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and its related implementation guidance.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



This statement establishes standards for the accounting for transactions in which an entity exchanges its equity instruments
for goods or services, and focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions.



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We currently account for stock-based employee compensation under the recognition and measurement
principles of APB Opinion No. 25. In accordance with that standard, no stock-based employee compensation cost for stock options has been reflected in our statements of income. In accordance with the provisions of the original SFAS No. 123, we
currently disclose, on a pro forma basis, the effect on net income had we applied the provisions of that statement to stock-based employee compensation.



SFAS No. 123(R) will require us to recognize stock option expense in our statements of income beginning no later than the first fiscal quarter of 2006 and
to estimate the effect of stock option forfeitures. (As permitted by the original SFAS No. 123, we currently account for forfeitures as they occur.) In addition, SFAS 123(R) amends FASB Statement No. 95, Statements of Cash Flows, to
require that excess tax benefits be reported as a financing cash inflow rather than as a reduction of taxes paid.



As of the beginning of our first fiscal quarter in 2006 (the required effective date), we will apply the provisions of SFAS 123(R) to new
stock awards and to awards modified, repurchased or canceled after the required effective date. Additionally, compensation cost for the portion of awards for which the requisite service has not been rendered that are outstanding as of the required
effective date shall be recognized as the service is rendered on or after that date. The compensation cost for that portion of awards will be based on the fair value of those awards as calculated for pro forma disclosure purposes under the original
SFAS No. 123.



Under SFAS 123(R), we may apply a modified
version of retrospective application either (a) to all prior years for which the original SFAS No. 123 was effective, or (b) only to completed fiscal quarters in 2005 if we decide to adopt this standard before the required effective date. We have
not yet decided whether we will use modified retrospective application when we adopt SFAS 123(R). If we do so, we estimate that our post-tax stock option expense for the full 2005 year will be approximately $9 to $10 million. Actual amounts of stock
option expense may vary materially from this estimate based on a number of factors, including the number and timing of new options granted, the fair market value of the Companys stock price on the date of grant and assumptions to be applied in
determining the fair value of options on the grant date.



Most
of BJs stock option awards specify that eligible participants whose employment terminates on or after their normal retirement date (as defined) may exercise options within the period of one year following their termination. Shares shall
continue to become exercisable during this period in accordance with the stock option agreement. Notwithstanding the foregoing, options shall in no event be exercisable after the final exercise date. For pro forma reporting purposes under SFAS No.
123, we recognize compensation cost for this type of arrangement over the nominal vesting period (the nominal vesting period approach). Issue 19 of Emerging Issues Task Force Issue No. 00-23, Issues Related to the Accounting for
Stock Compensation under APB 25 and FIN 44, (EITF 00-23) and paragraph 27 of SFAS 123 specify that an award is vested when the employees retention of the award is no longer contingent on providing subsequent service (the
non-substantive vesting period approach).



-15-



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We will continue to follow the nominal vesting period approach for any new awards granted prior to
adopting SFAS 123(R) and for the remaining portion of unvested outstanding awards. Upon adopting SFAS 123(R), we will apply the non-substantive vesting approach described in paragraphs A57-58 of SFAS 123(R) to new grants that have retirement
eligibility provisions. We are in the process of assessing the impact of applying the non-substantive vesting approach versus the nominal vesting approach.



| |  |  | Statement of Financial Accounting Standards No. 151, Inventory Costs, amends the guidance in ARB No. 43, Chapter 4, Inventory Pricing, to clarify that
abnormal amounts of idle facility expense, freight, handling costs, and spoilage should be recognized as current-period charges. The provisions of SFAS No. 151 become effective for BJs in 2006. We believe that the adoption of SFAS No.
151 will not have a material effect on our results of operations, financial position or cash flows.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | SFAS No. 154, Accounting Changes and Error Corrections  a replacement of APB Opinion No. 20 and SFAS No. 3, requires retrospective application to prior
periods financial statements of changes in accounting principle, unless it is impracticable to do so. When it is impracticable to determine the effect on all prior periods, this statement requires that the new principle be applied to the
earliest period practicable. This statement carries forward without change the guidance in APB Opinion No. 20 for reporting the correction of an error in previously issued financial statements and a change in accounting estimates. SFAS No. 154 shall
be effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. We expect that adoption of SFAS No. 154 will not have a material impact on our financial statements.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





| |  |  | Emerging Issues Task Force Issue 05-6, Determining the Amortization Period for Leasehold Improvements Purchased after Lease Inception or Acquired in a Business
Combination, (EITF 05-6) provides guidance on amortization of leasehold improvements acquired in a business combination. EITF 05-6 also states that leasehold improvements that are placed in service significantly after and not
contemplated at or near the beginning of the lease term should be amortized over the shorter of the useful life of the assets or a term that includes required lease periods and renewals that are deemed to be reasonably assured at the date of the
assets purchase. EITF 05-6 becomes effective for BJs beginning in this years third quarter. We expect that the impact of adopting EITF 05-6 will not differ materially from our current amortization practice.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Liquidity and Capital Resources



Net cash provided by operating activities was $92.8 million in the first six months of 2005
versus $141.5 million in last years comparable period. Merchandise inventories, net of accounts payable, decreased by $13.5 million in the first six months of this year versus $37.2 million in last years comparable period. The ratio of
accounts payable to merchandise inventories was 71.5% at the end of this years second quarter versus 74.7% at the end of last years second quarter. This increase was due in part to growth in private brands, which have higher margins and
slower terms, and to the late break of our summer seasonal business. Increases in merchandise inventories and accounts payable from July 31, 2004 to July 30, 2005 were due to the addition of new clubs, as well as a 2.7% increase in average inventory
per club.



Cash expended for property additions was $51.8 million in this
years first six months versus $49.4 million in last years comparable period. Our full-year capital expenditures are expected to total approximately $180 to $185 million in 2005, based on plans to open approximately eight or nine new
clubs and approximately eight gasoline stations, and to relocate one club. Four new clubs, four new gasoline stations and six new pharmacies were opened in this years first half. One new club was opened in last years first six months and
12 clubs were in various stages of remodeling at the end of last years second quarter. Planned capital expenditures in 2005 also include approximately $35 million associated with the relocation of our Franklin, Massachusetts, cross-dock
facility to a new expanded facility in Uxbridge, Massachusetts, which we plan to open in 2006. The timing of actual 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.



On February 28, 2005, the Board of Directors
authorized the repurchase of up to an additional $100 million of the Companys common stock. During the first six months of 2005, we repurchased 1,644,300 shares of our common stock for $48.6 million. In last years first six months we
repurchased 729,800 shares of our common stock for $18.0 million. As of July 30, 2005, our remaining repurchase authorization was $96.5 million.



On April 28, 2005, we entered into a new $225 million unsecured credit agreement with a group of banks which expires April 27, 2010. The new agreement includes a $50
million sub-facility for letters of credit, of which $2.3 million was outstanding at July 30, 2005. We are required to pay an annual facility fee which is currently 0.15% of the total commitment. Interest on borrowings is payable at BJs option
either at (a) the Eurodollar rate plus a margin which is currently 0.475% or (b) a rate equal to the higher of (i) the sum of the Federal Funds Effective Rate plus 0.50% or (ii) the agent banks prime rate.



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We are also required to pay a usage fee whenever the amount of loans and undrawn or unreimbursed letters of credit
outstanding exceeds 50% of the total commitment. The usage fee, if applicable, would currently be at an annual rate of 0.125% of the amount borrowed. The facility fee and Eurodollar margin are subject to change based upon our fixed charge coverage
ratio. The agreement contains financial covenants which include a minimum fixed charge coverage requirement and a maximum adjusted debt to capital limitation. We are required to comply with these covenants on a quarterly basis. Under the credit
agreement, we may pay dividends or repurchase our own stock in any amount so long as we remain in compliance with all requirements under the agreement. We have no credit rating triggers that would accelerate the maturity date of debt if borrowings
were outstanding under our credit agreement. We were in compliance with the covenants and other requirements set forth in our credit agreement at July 30, 2005.



In addition to the credit agreement, we maintain a separate $50 million facility for letters of credit, primarily to support the purchase of inventories, of which
$35.8 million was outstanding at July 30, 2005, and also maintain a $25 million uncommitted credit line for short-term borrowings which expires on September 30, 2005.



There were no borrowings outstanding under our bank credit agreements or our uncommitted credit line at July 30, 2005 and July 31, 2004.



As of July 30, 2005, we have settled all 41 House2Home leases for which we
were originally contingently liable, including lump sum settlements for 38 leases. The other three House2Home properties (for which we remain contingently liable) have been assigned to third parties.



During the third quarter of 2002, we established reserves for our liability related to leases
for three BJs clubs which closed on November 9, 2002. Our recorded liabilities have been based on the present value of rent liabilities under the three leases, including estimated real estate taxes and common area maintenance charges, reduced
by estimated income from the subleasing of these properties. An annual discount rate of 6% was used to calculate the present value of these lease obligations. This rate was based on estimated borrowing rates for the Company that took into
consideration the weighted-average period of time over which these obligations were expected to be paid.



During 2004, we made a lump sum payment to settle the lease for one of the three closed clubs and in the second quarter of 2005, we settled a second closed club with a lump sum payment. The reserve at July 30, 2005 is
based on the present value of our rent liability under the lease for the one remaining club, including real estate taxes and common area maintenance charges, reduced by estimated income from subleasing the property. We will continue to use an annual
discount rate of 6% to calculate the present value of the obligation.



We
believe that the liabilities recorded in the financial statements adequately provide for these lease obligations. However, there can be no assurance that our actual liability for the remaining closed store obligation will not differ materially from
amounts recorded in the financial statements due to a number of factors, including future economic factors which may affect the ability to successfully sublease, assign or otherwise settle liabilities related to this property. We consider our
maximum reasonably possible undiscounted pretax exposure for our closed store lease obligation to be approximately $22 million at July 30, 2005.



-17-



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BJs has filed proofs of claim against House2Home, Inc. for claims arising under certain agreements between
BJs and House2Home in connection with the Companys spin-off from Waban Inc. in July 1997. These claims arise primarily from BJs indemnification of TJX with respect to TJXs guarantee of House2Home leases and from the Tax
Sharing Agreement dated July 28, 1997 between BJs and House2Home. House2Home and BJs have settled BJs claims against House2Home. The settlement provides that BJs will have an unsecured claim of approximately $37.9 million, on
account of claims under the Tax Sharing Agreement and indemnification payments which have been made to TJX. The settlement agreement was approved by the United States Bankruptcy Court for the Central District of California on November 10, 2003. As
part of the settlement, BJs has been released of all claims that House2Home and its bankruptcy estate may have had against BJs, including $1.7 million owed by BJs to House2Home under the Tax Sharing Agreement. We recognized this
amount as a reduction in our tax provision in the fourth quarter of 2003.



During 2004, we received pretax recoveries on account of our House2Home bankruptcy claims totaling $7.0 million, including a payment of $2.5 million to settle our claim against the Indenture Trustee for House2Homes Convertible
Subordinated Notes. We have no further claims against the Indenture Trustee.



In the quarter ended April 30, 2005, we received pretax recoveries on account of our House2Home bankruptcy claims of $4.3 million, which are recorded in gain on contingent lease obligations in the statement of income. On a post-tax basis,
these gains were $2.9 million. We are unable to determine the amount of any future recoveries under our claims against House2Home and, therefore, we have not recognized such claims against House2Home in our financial statements.



Early in 2004 we were notified by credit card issuers that credit and debit card accounts
used legitimately at BJs were subsequently used in fraudulent transactions at non-BJs locations. In response, we retained a leading computer security firm to conduct a forensic analysis of our information technology systems with a goal
of determining whether a breach had in fact occurred. While no conclusive evidence of a breach was found, the computer security firm concluded that: (1) our centralized computer system that serves as the aggregation point for all BJs credit
and debit card transactions chain-wide had not been breached and (2) any breach would have likely occurred in a more decentralized fashion involving club-level systems. On March 12, 2004, after our receipt of the computer security firms
preliminary report of findings, we issued a public statement alerting consumers to the potential security breach.



In 2004, we recorded pretax charges of $7.0 million ($4.2 million post-tax) to establish a reserve for claims seeking reimbursement for fraudulent credit and debit card
charges and the cost of replacing cards, monitoring expenses and related fees and expenses. In the quarter ended April 30, 2005, we recorded an additional charge of $3.0 million ($1.8 million post-tax) to increase our reserve. This increase in the
reserve was driven primarily by an increase in our estimate of legal costs to be incurred in connection with this matter. As of July 30, 2005, the balance in the credit card reserve was $4.7 million, which represents our best estimate of the
remaining costs and expenses related to this matter at that time. This reserve is included in accrued expenses and other current liabilities on our balance sheet.



In connection with this matter, the Company entered into a proposed consent order with the Federal Trade Commission (FTC), which
has jurisdiction over consumer protection matters. The FTC published the proposed order for public comment on June 16, 2005, and the full text of the proposed consent order can be found on the FTCs website. The public comment period has now
expired, and the Company is awaiting final approval of the order from the FTCs Commissioners.



In summary, BJs has not admitted any wrongdoing or that the facts alleged in the FTCs proposed unfairness complaint are true. Under the consent order as proposed, BJs will pay no fine or damages.
BJs has agreed, however, to maintain a comprehensive information security program, much of which was put in place shortly after BJs first learned of the possible compromise, and to a biannual assessment of that program by an independent
third party. We cooperated fully with the FTCs investigation and are pleased that it is at its end.



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As of August 16, 2005, the amount of outstanding claims, which are primarily from credit card issuing banks, was
approximately $13 million. We are unable to predict whether further claims will be asserted. We have contested and will continue to vigorously contest the claims made against us and continue to explore our defenses and possible claims against
others.



The ultimate outcome of this matter could differ from the amounts
recorded. While that difference could be material to the results of operations for any affected reporting period, it is not expected to have a material impact on consolidated financial position or liquidity.



Cash and cash equivalents totaled $150.8 million as of July 30, 2005. We believe that our
current resources, together with anticipated cash flow from operations, will be sufficient to finance our operations through the term of our credit agreement, which expires April 27, 2010. However, we may from time to time seek to obtain additional
financing.



Factors Which Could Affect Future Operating Results



This report contains a number of forward-looking statements,
including statements regarding planned capital expenditures, planned club and gas station openings, expected provision for income taxes, BJs reserve for credit and debit card claims, lease obligations in connection with a closed BJs
club, the effects of implementing SFAS 123(R), and other information with respect to our 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 our actual results to differ materially from those indicated by such forward-looking statements, including, without limitation, levels of customer demand, economic and weather conditions and state
and local regulation in our markets; competitive conditions; our success in settling lease obligations for a closed club; our success in settling credit and debit card claims; and events which might cause our 1997 spin-off from Waban Inc. not to
qualify for tax-free treatment. Each of these and other factors are discussed in more detail in our Annual Report on Form 10-K for the fiscal year ended January 29, 2005.



Any forward-looking statements represent our 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 our estimates as of any subsequent date. While we may elect to update forward-looking statements at some point in the future, we specifically disclaim any obligation to do so, even if
our estimates change.



Item 3. Quantitative and Qualitative Disclosures
About Market Risk



We believe that our potential exposure to market risk
as of July 30, 2005 is not material because of the short contractual maturities of our cash and cash equivalents on that date. There were no borrowings outstanding under our bank credit agreement or our uncommitted credit line at July 30, 2005. We
have not used derivative financial instruments.



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Item 4. Controls and Procedures



The Companys management, with the participation of the Companys chief executive officer and chief financial officer, evaluated
the effectiveness of the Companys disclosure controls and procedures as of July 30, 2005. The term disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other
procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods
specified in the SECs rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits
under the Exchange Act is accumulated and communicated to the companys management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management
recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of
possible controls and procedures. Based on the evaluation of the Companys disclosure controls and procedures as of July 30, 2005, the Companys chief executive officer and chief financial officer concluded that, as of such date, the
Companys disclosure controls and procedures were effective at the reasonable assurance level.



No change in the Companys internal control over financial reporting (as defined in Rules 13-a(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended July 30, 2005 that has materially
affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.



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PART II. OTHER INFORMATION



Item 1 - Legal Proceedings



Discussions of the House2Home bankruptcy proceeding and the consumer credit and debit card matter appear in Part I of this Form 10-Q and are incorporated herein by
reference.



Item 2 - Unregistered Sales of Equity Securities and Use of
Proceeds



The following table summarizes our share repurchase activity in
the quarter ended July 30, 2005:



|                      |  |                                  |  |                              |       |                                                                       |         |                                                                   |   |        
|--------------------- |  | -------------------------------- |  | ---------------------------- | ----- | --------------------------------------------------------------------- | ------- | ----------------------------------------------------------------- | - | -------
|Period                |  | Total Number of Shares Purchased |  | Average Price Paid per Share |       | Total Number of Shares Purchasedas Part of Publicly Announced Program |         | Maximum Dollar Amount that May Yet Be Purchased Under the Program
|                      |  |                                  |  |                              |       |                                                                       |         | (Dollars in Thousands)                                           
|2005                  |  |                                  |  |                              |       |                                                                       |         |                                                                   |   |        
|May 1  May 28        |  | 65,500                           |  | $                            | 29.87 |                                                                       | 65,500  |                                                                   | $ | 109,584
|May 29  July 2       |  | 166,800                          |  |                              | 31.03 |                                                                       | 166,800 |                                                                   |   | 104,409
|July 3  July 30      |  | 247,100                          |  |                              | 31.88 |                                                                       | 247,100 |                                                                   |   | 96,531 
|                      |  |                                  |  |                              |       |                                                                       |         |                                                                   |   |        
|Total for the quarter |  | 479,400                          |  | $                            | 31.31 |                                                                       | 479,400 |                                                                   | $ | 96,531 
|                      |  |                                  |  |                              |       |                                                                       |         |                                                                   |   |        



We publicly announced in a press
release dated August 26, 1998 that the Board of Directors authorized a program to repurchase up to $50 million of the Companys common stock. We subsequently announced that the Board authorized increases in the program of $50 million each in
press releases dated September 16, 1999, May 25, 2000, and May 25, 2001; and additional increases of $100 million each in press releases dated September 26, 2001, August 20, 2002 and March 1, 2005. Under the program, repurchases may be made at
managements discretion, in the open market or in privately negotiated transactions. No expiration dates were set under any of the Boards authorizations. From the inception of the program through July 30, 2005, we repurchased
approximately 13.1 million shares for a total of $403.5 million, leaving a remaining authorization of $96.5 million.



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



At the 2005 Annual Meeting of Stockholders of the Company (the Annual Meeting) held on May 26, 2005, the following matters were acted upon by BJs
stockholders:



| |  |  | The re-election of directors Paul Danos, Ronald R. Dion and Lorne R. Waxlax for three-year terms ending in 2008.
| | - |  | ----------------------------------------------------------------------------------------------------------------



| |  |  | Ratification of the Audit Committees selection of PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm for the fiscal year ending
January 28, 2006.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The number of shares of common stock
outstanding and entitled to vote at the Annual Meeting was 69,065,992.



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The results of the voting on each of the matters presented to stockholders at the Annual Meeting are set forth below:



|                                                              |  |            |  |               |  |              |  |             |  |                
|------------------------------------------------------------- |  | ---------- |  | ------------- |  | ------------ |  | ----------- |  | ---------------
|                                                              |  | Votes For  |  | VotesWithheld |  | VotesAgainst |  | Abstentions |  | BrokerNon-Votes
|Election of Directors:                                        |  |            |  |               |  |              |  |             |  |                
|Paul Danos                                                    |  | 62,541,121 |  | 993,866       |  | N/A          |  | N/A         |  | N/A            
|Ronald R. Dion                                                |  | 61,097,618 |  | 2,437,369     |  | N/A          |  | N/A         |  | N/A            
|Lorne R. Waxlax                                               |  | 61,087,617 |  | 2,447,370     |  | N/A          |  | N/A         |  | N/A            
|                                                              |  |            |  |               | 
|Ratification of Independent Registered Public Accounting Firm |  | 62,858,090 |  | N/A           |  | 646,229      |  | 30,667      |  | N/A            



The other directors of the Company,
whose terms of office as directors continued after the Annual Meeting, are S. James Coppersmith, Bert N. Mitchell, Helen Frame Peters, Thomas J. Shields, Michael T. Wedge and Herbert J. Zarkin.



Item 6 - Exhibits



|     |  |                                                                                                                                                                                                                            
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1 |  | Chief Executive OfficerCertification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.                           
|     | 
|31.2 |  | Chief Financial OfficerCertification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.                           
|     | 
|32.1 |  | Chief Executive OfficerCertification pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
|     | 
|32.2 |  | Chief Financial OfficerCertification pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.



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---

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: August 16, 2005 |  | /S/ MICHAEL T. WEDGE                 
|                      |  | Michael T. Wedge                     
|                      |  | President and Chief Executive Officer
|                      |  | (Principal Executive Officer)        
|                      | 
|Date: August 16, 2005 |  | /S/ PAUL H. MCDONOUGH                
|                      |  | Paul H. McDonough                    
|                      |  | Executive Vice President and         
|                      |  | Chief Financial Officer              
|                      |  | (Principal Financial and             
|                      |  | Accounting Officer)                  



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