<PAGE>   1

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM 10-Q

(mark one)


    X    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
   ---   EXCHANGE ACT OF 1934.

          For the quarterly period ended: November 2, 1996
                                          ----------------

                                    -  OR  -


   ---  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
        EXCHANGE ACT OF 1934.

        For the transaction period from         to
                                       --------   --------

                         COMMISSION FILE NUMBER 0-20664

                             BOOKS-A-MILLION, INC.
                             ---------------------
             (Exact name of registrant as specified in its charter)

     DELAWARE                                            63-0798460
     --------                                            ----------
(State or other jurisdiction of               (IRS Employer Identification No.)
incorporation or organization)


     402 INDUSTRIAL LANE, BIRMINGHAM, ALABAMA               35211
     ----------------------------------------               -----
     (Address of principal executive offices)             (Zip Code)


                                 (205) 942-3737
                                 --------------
                (Registrant's phone number including area code)

                                      NONE
                                      ----
(Former name, former address and former fiscal year, if changed since last
report)


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 the number of  shares outstanding of each of the issuer's common
stock, as of the latest practicable date:  Shares of common stock, par value
$.01 per share, outstanding as of November 2, 1996 were 17,408,535 shares.



<PAGE>   2


                         PART 1. FINANCIAL INFORMATION

                          ITEM 1. FINANCIAL STATEMENTS

                       BOOKS-A-MILLION, INC. & SUBSIDIARY

                          CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)
                                  (Unaudited)

<TABLE>
<CAPTION>
ASSETS                                                      November 2, 1996      February 3, 1996
                                                            ----------------      ----------------
<S>                                                             <C>                     <C>
Current Assets:
  Cash and temporary cash investments                           $  4,281                $  1,923
  Accounts receivable                                             14,842                   8,373
  Related party receivables                                        7,406                   4,348
  Inventories                                                    151,689                 122,008
  Prepayments and other                                            1,463                     720
  Deferred income taxes                                            2,665                   2,631
                                                                --------                --------
    Total Current Assets                                         182,346                 140,003
                                                                --------                --------

Property and Equipment:
  Land                                                               628                     628
  Buildings                                                        5,378                   5,379
  Equipment                                                       19,873                  16,044
  Furniture and fixtures                                          25,467                  21,272
  Leasehold improvements                                          29,711                  24,833
  Construction-in-process                                          1,787                      82
                                                                --------                --------
                                                                  82,844                  68,238
  Less-accumulated depreciation and amortization                  25,342                  18,985
                                                                --------                --------
    Net Property and Equipment                                    57,502                  49,253
                                                                --------                --------

Other Assets:
  Goodwill, net                                                    1,592                   1,621
  Other                                                               59                      56
                                                                --------                --------
    Total Other Assets                                             1,651                   1,677
                                                                --------                --------
       Total Assets                                             $241,499                $190,933
                                                                ========                ========

LIABILITIES AND STOCKHOLDERS' INVESTMENT
Current Liabilities:
  Accounts payable:
    Trade                                                       $ 72,678                $ 69,697
    Related party                                                  7,020                   1,940
  Accrued expenses                                                11,163                  13,112
  Accrued income taxes                                                -                      561
  Notes payable                                                   20,000                       -
                                                                --------                --------
    Total Current Liabilities                                    110,861                  85,310
                                                                --------                --------

Long Term Debt                                                    37,255                  14,087
                                                                --------                --------
Deferred Income Taxes                                              1,263                   1,081
                                                                --------                --------

Stockholders' Investment:
  Preferred stock, $.01 par value, 1,000,000
    shares authorized, no shares outstanding                          -                       -
  Common stock, $.01 par value, 30,000,000 shares authorized,
    17,408,535 and 17,387,102 shares issued and outstanding
    at November 2, 1996, and February 3, 1996, respectively          174                     174
  Additional paid-in capital                                      62,811                  62,656
  Retained earnings                                               29,135                  27,625
                                                                --------                --------
    Total Stockholders' Investment                                92,120                  90,455
                                                                --------                --------
       Total Liabilities and Stockholders' Investment           $241,499                $190,933
                                                                ========                ========
</TABLE>


                             See accompanying notes

                                      -2-
<PAGE>   3


                       BOOKS-A-MILLION, INC. & SUBSIDIARY

                       CONSOLIDATED STATEMENTS OF INCOME
                    (In thousands, except per share amounts)
                                  (Unaudited)



<TABLE>
<CAPTION>
                                                               Thirteen Weeks Ended                 Thirty-Nine Weeks Ended
                                                          ---------------------------------   -----------------------------------
                                                          November 2, 1996 October 28, 1995     November 2, 1996 October 28, 1995
                                                          ---------------- ----------------   ------------------ ----------------
<S>                                                           <C>             <C>                <C>              <C>
Net Sales                                                     $64,505         $48,766             $181,549        $144,810
    Cost of products sold (including warehouse,
       distribution and store occupancy costs)*                48,862          35,746              135,602         106,375
                                                              -------         -------             --------        --------

Gross Profit                                                   15,643          13,020               45,947          38,435
    Operating, selling and administrative expenses             12,232           9,999               34,723          28,366
    Depreciation and amortization                               2,533           1,751                6,876           4,663
    Store closing charge                                            -               -                    -           2,945
                                                              -------         -------             --------        --------

Operating Income                                                  878           1,270                4,348           2,461
     Interest expense, net                                        843             232                1,912             208
                                                              -------         -------             --------        --------

Income Before Income Taxes                                         35           1,038                2,436           2,253
    Provision for income taxes                                     14             394                  926             856
                                                              -------         -------             --------        --------

Net Income                                                    $    21         $   644             $  1,510        $  1,397
                                                              =======         =======             ========        ========

Weighted Average Number of Shares Outstanding                  17,409          17,381             $ 17,404          17,366
                                                              =======         =======             ========        ========

Net Income Per Share                                          $  0.00         $  0.04             $   0.09        $   0.08
                                                              =======         =======             ========        ========
</TABLE>





*    Inventory purchases from related parties were $8,031, $4,860, $20,606 and
     $13,518, respectively, for each of the periods presented above.



                            See accompanying notes
                                      -3-
<PAGE>   4

                       BOOKS-A-MILLION, INC. & SUBSIDIARY

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                          Thirty-Nine Weeks Ended
                                                                     ----------------------------------
                                                                     November 2, 1996  October 28, 1995
                                                                     ----------------  ----------------
<S>                                                                     <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                            $  1,510          $   1,397  
                                                                        --------          ---------  
  Adjustments to reconcile net income to net cash                                                    
   used in operating activities:                                                                    
   Depreciation and amortization                                           6,875              4,663  
   (Gain) Loss on disposal of property and equipment                          26               (189) 
   Change in deferred income taxes                                           148             (1,320) 
   (Increase) decrease in current assets:                                                            
      Accounts receivable                                                 (6,469)            (3,091) 
      Related party receivables                                           (3,058)               255  
      Inventories                                                        (29,681)           (41,165) 
      Prepayments and other                                                 (746)              (973) 
    Increase (decrease) in current liabilities:                                                      
      Accounts payable                                                     8,061             13,960  
      Accrued income taxes                                                  (561)            (2,929) 
      Accrued expenses                                                    (1,869)             1,785  
                                                                        --------          ---------  
      Total adjustments                                                  (27,274)           (29,004) 
                                                                        --------          ---------  
                                                                                                     
      Net cash used in operating activities                              (25,764)           (27,607) 
                                                                        --------          ---------  
                                                                                                     
CASH FLOWS FROM INVESTING ACTIVITIES:                                                                
  Capital expenditures                                                   (15,326)           (15,499) 
  Proceeds from sale of equipment                                            125              1,665  
                                                                        --------          ---------  
      Net cash used in investing activities                              (15,201)           (13,834) 
                                                                        --------          ---------  
                                                                                                     
CASH FLOWS FROM FINANCING ACTIVITIES:                                                                
  Issuance of long-term debt                                              43,168             18,316  
  Proceeds from sale of common stock, net                                    155                387  
                                                                        --------          ---------  
                                                                                                     
      Net cash provided by financing activities                           43,323             18,703  
                                                                        --------          ---------  
                                                                                                     
Net increase (decrease) in cash and temporary cash investments             2,358            (22,738) 
Cash and temporary cash investments at beginning of period                 1,923             26,870  
                                                                        --------          ---------  
                                                                                                     
Cash and temporary cash investments at end of period                    $  4,281          $   4,132  
                                                                        ========          =========  
</TABLE>





                             See accompanying notes
                                      -4-

<PAGE>   5



                      BOOKS-A-MILLION, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  (Unaudited)


1. BASIS OF PRESENTATION

       The accompanying unaudited consolidated financial statements of
   Books-A-Million, Inc., and its Subsidiary ("The Company") for the thirteen
   and thirty-nine week periods ended November 2, 1996 and October 28, 1995,
   have been prepared in accordance with generally accepted accounting
   principles for interim financial information and are presented in accordance
   with the requirements of Form 10-Q and Article 10 of Regulation S-X.
   Accordingly, they do not include all of the information and footnotes
   required by generally accepted accounting principles for complete financial
   statements.  These financial statements should be read in conjunction with
   the consolidated financial statements and notes thereto for the fiscal year
   ended February 3, 1996, included in the Company's 1996 Annual Report on Form
   10-K.  In the opinion of management, the consolidated financial statements
   included herein contain all adjustments (consisting only of normal recurring
   adjustments, with the exception of the store closing charge described in
   footnote 4 below) considered necessary for a fair presentation of the
   Company's financial position as of November 2, 1996 and October 28, 1995, and
   the results of its operations and cash flows for the thirteen and thirty-nine
   week periods then ended.

       The Company has experienced, and expects to continue to experience,
   significant variability in sales and net income from quarter to quarter.
   Therefore, the results of the interim periods presented herein are not
   necessarily indicative of the results to be expected for any other interim
   period or the full year.

2. NET INCOME PER SHARE

       Net income per share for the period is calculated by dividing net income
   by the weighted average number of shares of common stock outstanding.  Common
   stock equivalents, in the form of stock options, are excluded from the
   calculation since they have no material dilutive effect on per share figures.

3. DEBT

       During October, 1996, the Company amended its short-term credit
   agreement (the "Facility") which increased the maximum borrowing availability
   under the Facility to $20,000,000 from $10,000,000, and extended the
   termination date of the Facility to June 30, 1997.  The Company also has
   $50,000,000 of borrowing availability under its existing revolving credit
   facility (the "Revolving Facility").  The Company has total outstanding
   borrowings of $49,755,000 as of November 2, 1996 under these Facilities,
   which bear interest based on the LIBOR rate plus .75%, or pursuant to a
   competitive bid facility, and have maturities of less than 12 months.


4. STORE CLOSING CHARGE

       During the second quarter of fiscal 1996 the Company recorded a one-time
   charge of $2.9 million for costs associated with the anticipated closing of
   certain traditional mall-based bookstores.  The consolidated statements of
   income for the thirty-nine week period ended October 28, 1995, reflect this
   store closing charge.  The charge included amounts for lease termination
   costs ($935,000), asset write-downs ($1,005,000) and other disposition costs
   ($1,005,000). As of the end of the third quarter of fiscal 1997, 20 stores
   have been closed, resulting in asset write-downs of $909,000, lease
   termination costs of $566,000 and other disposition costs of  $878,000, all
   of which were charged against the store closing reserve.  Additional lease
   termination payments related to the stores already closed in fiscal 1996 and
   fiscal 1997 are expected to be incurred during fiscal 1997. The remaining
   reserve for the store closing charge is included in accrued expenses under
   current liabilities and is expected to be paid or settled within the 1997
   fiscal year.

5. INCOME TAXES

       The Company is currently being audited by the IRS.  While the outcome of
   the audit is not determinable at this time, the Company does not expect the
   audit findings to have a material, adverse impact on the financial position
   of the Company.

                                      -5-


<PAGE>   6


               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

     Net sales increased 32.3% to $64.5 million in the thirteen weeks ended
November 2, 1996,  from $48.8 million in the thirteen weeks ended October 28,
1995.  Net sales increased 25.4% to $181.5 million in the thirty-nine weeks
ended November 2, 1996, from $144.8 million in the thirty-nine weeks ended
October 28, 1995.  For the thirteen and thirty-nine weeks ended November 2,
1996, the increase in net sales resulted from net sales from new stores.
Comparable store sales decreased 1.6%  for superstores and 2.4% for all stores
for the thirty-nine weeks ended November 2, 1996, and they decreased 1.4% for
superstores and 2.3% for all stores for the thirteen weeks ended November 2,
1996.  During the thirteen weeks ended November 2, 1996, eight superstores, one
combination store and one traditional store were opened and one combination
store was closed.

     Gross profit increased $2.6 million or 20.1% to $15.6 million in the
thirteen weeks ended November 2, 1996 from $13.0 million in the thirteen weeks
ended October 28, 1995, and in the thirty-nine weeks ended November 2, 1996,
gross profit increased 19.5% to $45.9 million from $38.4 million in the same
period last year.  Gross profit as a percentage of net sales for the thirteen
weeks ended November 2, 1996 decreased to 24.3% from 26.7% in the same period
last year.  For the thirty-nine week period gross profit as a percentage of net
sales decreased to 25.3% from 26.5% in the same period last year.  The
decreases in this percentage for the thirteen and thirty-nine week periods
resulted primarily from changes in sales mix, as well as higher occupancy
costs as a percentage of net sales.

     Operating, selling and administrative expenses increased $2.2 million or
23.2% to $12.2 million in the thirteen weeks ended November 2, 1996 from $10.0
million in the thirteen weeks ended October 28, 1995, and in the thirty-nine
weeks ended November 2, 1996, operating, selling and administrative expenses
increased 22.4% to $34.7 million from $28.4 million in the same period last
year.  Operating, selling and administrative expenses as a percentage of net
sales for the thirteen weeks ended November 2, 1996 decreased to 19.0% from
20.5% in the same period last year.  For the thirty-nine week period operating,
selling and administrative expenses as a percentage of net sales decreased
slightly to 19.1% from 19.6% in the same period last year.  The decrease in
this percentage for the thirteen and thirty-nine week periods was due primarily
to lower store selling expenses as a percentage of net sales.

     Depreciation and amortization increased $.7 million or 44.7% to $2.5
million in the thirteen weeks ended November 2, 1996 from $1.8 million in the
thirteen weeks ended October 28, 1995, and in the thirty-nine week period
depreciation and amortization increased  $2.2 million , or 47.5% to $6.9
million from $4.7 million in the same period last year.  The increase in
depreciation and amortization is primarily the result of the increased number
of stores operated by the Company.

     Interest expense was $843,000 in the thirteen weeks ended November 2,
1996, versus $232,000 for the same period last year, and in the thirty-nine
week period interest expense increased to $1.9 million from $.2 million in the
same period last year.  This increase in interest expense resulted from
borrowings incurred due primarily to increased inventory and capital
expenditures related to new stores opened in the first nine months of fiscal
1997 and the last three months of fiscal 1996.

LIQUIDITY AND CAPITAL RESOURCES

     During the first thirty-nine weeks of fiscal 1997, the Company's cash
requirements have been funded with net cash from operations and with borrowings
under the Company's credit facilities.  Similar to many retailers, the
Company's business is seasonal, with its highest retail sales, gross profits
and net income traditionally occurring during the fourth fiscal quarter,
reflecting the increased demand for books and gifts during the year-end,
holiday selling season.  Working capital requirements are generally highest
during the third fiscal quarter and the early part of the fourth fiscal quarter
due to the seasonality of the Company's business.

     The Company has a revolving credit facility allowing borrowings up to $50
million for which no principal repayments are due until the facility expires on
October 27, 2000, and a one year working capital line of credit for $20
million, which is subject to annual renewal (see note 3 in the Notes to
Consolidated Financial Statements).  Borrowings outstanding under these credit
facilities were $49,755,000 as of November 2, 1996.  The borrowings bear
interest at variable rates.  During fiscal 1996 and fiscal 1995 the Company
financed the acquisition and construction of certain warehouse and distribution
facilities through loans obtained from the proceeds of an industrial
development revenue bond (the "Bond"), which are secured by a mortgage interest
in these facilities.  As of  November 2, 1996, there was $7.5 million of
borrowings outstanding under these loans at variable rates.


                                      -6-



<PAGE>   7


     The Company's capital expenditures totaled $15.3 million during the first
thirty-nine weeks of fiscal 1997.  These expenditures were primarily used to
open new stores, to perform renovations and improvements to existing stores and
to continue investments in management information systems.  Management
estimates that capital expenditures for the remainder of fiscal 1997 will be
approximately $11.0 million, and that such amounts will be used primarily for
new stores, renovations and remodeling of  certain existing stores and
investments in management information systems.  Management believes that
existing cash reserves and net cash from operating activities, together with
borrowings under the Company's credit facilities, will be adequate to finance
the Company's planned capital expenditures and to meet the Company's working
capital requirements for the remainder of fiscal 1997.


RELATED PARTY ACTIVITIES

     Certain principal stockholders of the Company have controlling ownership
interests in other entities with which the Company conducts business.
Significant transactions between the Company and these various other entities
(described as "related parties") are summarized in the following paragraph.

     The Company purchases a portion of its inventories for resale from related
parties; such purchases amounted to $20.6 million and $13.5 million in the
thirty-nine weeks ended November 2, 1996 and October 28, 1995,  respectively.
This increase in related party purchases is primarily due to the sales growth
the Company has experienced.  The Company sells a portion of its inventories to
related parties; such sales amounted to $5.2 million and $4.2 million in the
thirty-nine weeks ended November 2, 1996, and October 28, 1995, respectively.
This increase in related party sales is primarily due to the sales growth the
Company has experienced.  Management believes these related party
purchases and sales do not have a significant impact on gross profit.

FINANCIAL POSITION

     During the thirty-nine weeks ended November 2, 1996, the Company opened 19
superstores.  The store openings resulted in increased inventory, property and
equipment and debt balances at November 2, 1996, as compared to February 3,
1996.

                                     -7-

<PAGE>   8



                          PART II - OTHER INFORMATION


ITEM 1:  Legal Proceedings

     None

ITEM 2:  Changes in Securities

     None

ITEM 3:  Defaults Upon Senior Securities

     None

ITEM 4:  Submission of Matters to Vote of Security-Holders

     None

ITEM 5:  Other Information

     None

ITEM 6:  Exhibits and Reports on Form 8-K


     (A) Exhibits
            27 - Financial Data Schedule (for SEC use only).

     (B) Reports on Form 8-K
           There were no reports filed on Form 8-K during the thirteen week
           period ended November 2, 1996

























                                       -8-



<PAGE>   9


                                   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 duly authorized.









                                BOOKS-A-MILLION, INC.



Date:  December 13, 1996
                                by:/s/ Clyde B. Anderson
                                   ------------------------
                                Clyde B. Anderson
                                President and
                                Chief Executive Officer




Date:  December 13, 1996        by:/s/ Sandra B. Cochran
                                   ---------------------
                                Sandra B. Cochran
                                Executive Vice President,
                                Chief Financial Officer
                                and Assistant Secretary






















                                      -9-