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 1, 2003
                                                         -----------------

                                                      - 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                   (IRS Employer Identification No.)
 of 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 period)

     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 [ ] No [X]

     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 December 12, 2003 were 16,404,419 shares.



<PAGE>


                     BOOKS-A-MILLION, INC. AND SUBSIDIARIES

                                      INDEX

<TABLE>
<CAPTION>
                                                                             PAGE NO.
<S>                                                                           <C>
PART I. FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements (UNAUDITED)

     Condensed Consolidated Balance Sheets ...........................         3

     Condensed Consolidated Statements of Operations .................         4

     Condensed Consolidated Statements of Cash Flows .................         5

     Notes to Condensed Consolidated Financial Statements ............         6

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations ...................................        12

Item 3.  Quantitative and Qualitative Disclosures about Market Risk ..        17

Item 4.  Controls and Procedures .....................................        18

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings ...........................................        19

Item 2.  Changes in Securities .......................................        19

Item 3.  Defaults Upon Senior Securities .............................        19

Item 4.  Submission of Matters of Vote of Security-Holders ...........        19

Item 5.  Other Information ...........................................        19

Item 6.  Exhibits and Reports on Form 8-K ............................        19
</TABLE>

<PAGE>


                          PART 1. FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS
                      BOOKS-A-MILLION, INC. & SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                 (DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>

                                                                           AS OF NOVEMBER 1, 2003     AS OF FEBRUARY 1, 2003
                                                                           ----------------------     ----------------------
<S>                                                                        <C>                        <C>
ASSETS                                                                           (UNAUDITED)
CURRENT ASSETS:
  Cash and cash equivalents ........................................            $    4,853             $    4,977
   Accounts receivable, net ........................................                 6,613                  7,799
   Related party accounts receivable, net ..........................                   475                    437
   Inventories .....................................................               243,237                224,019
   Prepayments and other ...........................................                 4,141                  5,380
   Deferred income taxes ...........................................                 5,255                  6,130
                                                                                ----------             ----------
       TOTAL CURRENT ASSETS ........................................               264,574                248,742
                                                                                ----------             ----------
PROPERTY AND EQUIPMENT:
   Gross property and equipment ....................................               165,120                159,368
   Less accumulated depreciation and amortization ..................               112,841                102,222
                                                                                ----------             ----------
     NET PROPERTY AND EQUIPMENT ....................................                52,279                 57,146
                                                                                ----------             ----------
OTHER ASSETS .......................................................                 1,652                  1,830
                                                                                ----------             ----------
       TOTAL ASSETS ................................................            $  318,505             $  307,718
                                                                                ==========             ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
   Accounts payable ................................................            $  100,016             $   99,585
   Related party accounts payable ..................................                 6,927                  9,071
   Accrued expenses ................................................                27,131                 24,790
   Accrued income taxes ............................................                   933                  2,530
   Current portion of long-term debt ...............................                23,469                    170
                                                                                ----------             ----------
       TOTAL CURRENT LIABILITIES ...................................               158,476                136,146
                                                                                ----------             ----------

LONG-TERM DEBT .....................................................                35,018                 44,942
DEFERRED INCOME TAXES ..............................................                   588                  1,703
OTHER LONG-TERM LIABILITIES ........................................                 1,580                  2,059
                                                                                ----------             ----------
       TOTAL NON-CURRENT LIABILITIES ...............................                37,186                 48,704
                                                                                ----------             ----------
COMMITMENTS AND CONTINGENCIES (NOTE 5)
STOCKHOLDERS' EQUITY:
   Preferred stock, $.01 par value, 1,000,000 shares
   authorized, no shares outstanding ................................                  --                     --
   Common stock, $.01 par value, 30,000,000 shares
   authorized, 18,305,414 and 18,211,706 shares issued at
   November 1, 2003 and February 1, 2003, respectively .............                   183                    182
   Additional paid-in capital ......................................                71,024                 70,849
   Less treasury stock, at cost; (2,010,050 shares at
   November 1, 2003 and February 1, 2003) ..........................                (5,271)                (5,271)
   Accumulated other comprehensive loss, net of tax ................                  (984)                (1,219)
   Retained earnings ...............................................                57,891                 58,327
                                                                                ----------             ----------
       TOTAL STOCKHOLDERS' EQUITY ..................................               122,843                122,868
                                                                                ----------             ----------
       TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ..................            $  318,505             $  307,718
                                                                                ==========             ==========
</TABLE>
                             SEE ACCOMPANYING NOTES



                                       3
<PAGE>


                      BOOKS-A-MILLION, INC. & SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                       THIRTEEN WEEKS ENDED               THIRTY-NINE WEEKS ENDED
                                                                       --------------------               -----------------------

                                                                  NOVEMBER 1,        NOVEMBER 2,        NOVEMBER 1,      NOVEMBER 2,
                                                                        2003               2002               2003             2002
                                                                 --------------    --------------    --------------   --------------
<S>                                                             <C>                <C>                <C>             <C>
NET SALES ..............................................         $ 103,067          $  96,694         $  315,385         $  301,426
   Cost of products sold (including warehouse
   distribution and store occupancy costs) (1) .........            76,720             73,952            233,106            223,163
                                                                 ---------          ---------         ----------         ----------
GROSS PROFIT ...........................................            26,347             22,742             82,279             78,263
   Operating, selling and administrative expenses ......            22,899             21,774             68,308             68,255
   Depreciation and amortization .......................             3,864              4,078             11,881             11,966
                                                                 ---------          ---------         ----------         ----------
OPERATING INCOME (LOSS).................................              (416)            (3,110)             2,090             (1,958)
   Interest expense, net ...............................               747              1,274              2,464              3,208
                                                                 ---------          ---------         ----------         ----------
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND
CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE ..            (1,163)            (4,384)              (374)            (5,166)

   Income taxes benefit ................................               442              1,667                142              1,964
                                                                 ---------          ---------         ----------         ----------
LOSS FROM CONTINUING OPERATIONS BEFORE CUMULATIVE
EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE .............              (721)            (2,717)              (232)            (3,202)
DISCONTINUED OPERATIONS (NOTE 10)
   Loss from discontinued operations before income taxes               (54)               (60)              (329)              (143)
   Income tax benefit ..................................                20                 22                125                 54
                                                                 ---------          ---------         ----------         ----------
     LOSS FROM DISCONTINUED OPERATIONS .................               (34)               (38)              (204)               (89)
                                                                 ---------          ---------         ----------         ----------
LOSS BEFORE CUMULATIVE EFFECT OF A CHANGE IN
ACCOUNTING PRINCIPLE ...................................              (755)            (2,755)              (436)            (3,291)

CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING  PRINCIPLE,
NET OF DEFERRED INCOME TAX BENEFIT OF  $736 ............              --                 --                 --               (1,201)
                                                                 ---------          ---------         ----------         ----------
NET LOSS ...............................................         $    (755)         $  (2,755)        $     (436)        $   (4,492)
                                                                 =========          =========         ==========         ==========
NET LOSS PER COMMON SHARE:
BASIC:
    LOSS FROM CONTINUING OPERATIONS BEFORE EFFECT OF A
    CHANGE  IN  ACCOUNTING PRINCIPLE ...................         $   (0.05)         $   (0.17)        $    (0.02)        $    (0.19)

    LOSS FROM DISCONTINUED OPERATIONS ..................             (0.00)             (0.00)             (0.01)             (0.01)
                                                                 ---------          ---------         ----------         ----------
    LOSS BEFORE CUMULATIVE EFFECT OF A CHANGE IN .......             (0.05)             (0.17)             (0.03)             (0.20)
    ACCOUNTING  PRINCIPLE
   CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE              --                 --                 --                (0.08)
                                                                 ---------          ---------         ----------         ----------
   NET LOSS ............................................         $   (0.05)         $   (0.17)        $    (0.03)        $    (0.28)
                                                                 =========          =========         ==========         ==========
   WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC            16,278             16,200             16,249             16,187
                                                                 =========          =========         ==========         ==========
DILUTED:
    LOSS FROM CONTINUING OPERATIONS BEFORE EFFECT OF A
    CHANGE IN ACCOUNTING PRINCIPLE .....................         $   (0.05)         $   (0.17)        $    (0.02)        $    (0.19)
    LOSS FROM DISCONTINUED OPERATIONS ..................             (0.00)             (0.00)             (0.01)             (0.01)
                                                                 ---------          ---------         ----------         ----------
    LOSS BEFORE CUMULATIVE EFFECT OF A CHANGE IN
    ACCOUNTING  PRINCIPLE ..............................             (0.05)             (0.17)             (0.03)             (0.20)
    CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE             --                 --                 --                (0.08)
                                                                 ---------          ---------         ----------         ----------
   NET LOSS ............................................         $   (0.05)         $   (0.17)        $    (0.03)        $    (0.28)
                                                                 =========          =========         ==========         ==========
   WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING -
   DILUTED .............................................            16,278             16,200             16,249             16,187
                                                                 =========          =========         ==========         ==========
</TABLE>

     (1) Inventory purchases from related parties were $9,128, $11,777, $26,784
and $25,297, respectively, for each of the periods presented above.

                             SEE ACCOMPANYING NOTES

                                       4
<PAGE>


                      BOOKS-A-MILLION, INC. & SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                        THIRTY-NINE WEEKS ENDED
                                                                        -----------------------
                                                                 NOVEMBER 1, 2003     NOVEMBER 2, 2002
                                                                 ----------------     ----------------
<S>                                                              <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss ............................................            $   (436)            $ (4,492)
                                                                    --------             --------
   Adjustments to reconcile net loss to net cash used in
   operating activities:
     Cumulative effect of change in accounting principle                --                  1,201
     Depreciation and amortization .....................              11,881               11,966
     Loss on disposal of property ......................                 644                    1
     Change in deferred income taxes ...................                (384)              (2,125)
       Increase in inventories .........................             (19,219)             (36,986)
       Increase (decrease) in accounts payable .........              (1,713)               8,513
       Changes in certain other assets and liabilities .               3,086               (2,268)
                                                                    --------             --------
        Total adjustments ..............................              (5,705)             (19,698)
                                                                    --------             --------
        Net cash used in operating activities ..........              (6,141)             (24,190)
                                                                    --------             --------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures ................................              (7,568)             (12,038)
   Proceeds from sale of equipment .....................                  34                   16
                                                                    --------             --------
        Net cash used in investing activities ..........              (7,534)             (12,022)
                                                                    --------             --------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Borrowings under credit facilities ..................             154,070              152,556
   Repayments under credit facilities ..................            (140,695)            (117,041)
   Proceeds from sale of common stock, net .............                 176                  127
                                                                    --------             --------
        Net cash provided by financing activities ......              13,551               35,642
                                                                    --------             --------
Net increase in cash and cash equivalents ..............                (124)                (570)
Cash and cash equivalents at beginning of period .......               4,977                5,212
                                                                    --------             --------
Cash and cash equivalents at end of period .............            $  4,853             $  4,642
                                                                    ========             ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
    Cash paid during the thirty-nine week period for:
            Interest ...................................            $  2,457             $  2,893
            Income taxes, net of refunds ...............            $  1,713             $  1,644
</TABLE>


                             SEE ACCOMPANYING NOTES

                                       5
<PAGE>
                     BOOKS-A-MILLION, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.       BASIS OF PRESENTATION

          The accompanying unaudited condensed consolidated financial statements
     of Books-A-Million, Inc. and its subsidiaries (the "Company") for the
     thirteen and thirty-nine week periods ended November 1, 2003 and November
     2, 2002, have been prepared in accordance with accounting principles
     generally accepted in the United States ("GAAP") 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 GAAP 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 1, 2003, included in the Company's Fiscal 2003 Annual
     Report on Form 10-K. In the opinion of management, the financial statements
     included herein contain all adjustments (consisting only of normal
     recurring adjustments except for the change in the accounting principle as
     discussed in Note 7) considered necessary for a fair presentation of the
     Company's financial position as of November 1, 2003, and the results of its
     operations and cash flows for the thirteen and thirty-nine week periods
     ended November 1, 2003 and November 2, 2002. Certain prior year amounts
     have been reclassified to conform to current year presentation.

          The preparation of financial statements in conformity with GAAP
     requires management to make estimates and assumptions that affect the
     reported amounts of assets and liabilities at the date of the financial
     statements and reported amounts of revenues and expenses during the
     reporting period. Actual amounts could differ from those estimates and
     assumptions.

          The Company has also 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.

     Stock-Based Compensation

          At November 1, 2003 and February 1, 2003, the Company had one stock
     option plan. The Company accounts for the plan under the recognition and
     measurement principles of Accounting Pronouncements Bulletin (APB) Opinion
     No. 25, "Accounting for Stock Issued to Employees", and related
     Interpretations. No stock-based employee compensation cost is reflected in
     net income, as all options granted under the plan had an exercise price
     equal to the market value of the underlying common stock on the date of
     grant. The following table illustrates the effect on net income (loss) and
     net income (loss) per common share if the Company had applied the fair
     value recognition provisions of Statement of Financial Accounting Standards
     No. 148 ("SFAS 148"), "Accounting for Stock-Based Compensation--Transaction
     and Disclosure--an Amendment of FASB Statement No. 123," to stock-based
     employee compensation (in thousands except per share amounts):
<TABLE>
<CAPTION>
                                                       For the Thirteen Weeks Ended            For the Thirty-Nine Weeks Ended
                                                       ----------------------------            -------------------------------
     In thousands                                  November 1, 2003      November 2, 2002    November 1, 2003     November 2, 2002
                                                   ----------------      ----------------    ----------------     ----------------
     <S>                                           <C>                  <C>                  <C>                  <C>
     Net loss, as reported .............             $     (755)          $   (2,755)          $     (436)          $   (4,492)
     Deduct:  Total stock-based employee
     compensation expense determined
     under fair value based method for
     all awards, net of  tax effects ...                    328                  283                  984                  849
                                                     ----------           ----------           ----------           ----------
     Pro forma net loss ................             $   (1,083)          $   (3,038)          $   (1,420)          $   (5,341)
     Net loss per common share:
     Basic--as reported ................             $    (0.05)          $    (0.17)          $    (0.03)          $    (0.28)
     Basic--pro forma ..................             $    (0.07)          $    (0.19)          $    (0.09)          $    (0.33)
     Diluted--as reported ..............             $    (0.05)          $    (0.17)          $    (0.03)          $    (0.28)
     Diluted--pro forma ................             $    (0.07)          $    (0.19)          $    (0.09)          $    (0.33)
                                                     ==========           ==========           ==========           ==========
</TABLE>
          The fair value of the options granted under the Company's stock option
     plan was estimated on their date of grant using the Black-Scholes
     option-pricing model with the following weighted average assumptions for
     fiscal 2004 and 2003: no dividend yield; expected volatility of 1.01% and
     1.21%, respectively; risk-free interest rates of 3.63% to 5.10% and 3.76%
     to 5.71%, respectively; and expected lives of six or ten years.

2.       NET INCOME (LOSS) PER SHARE

          Basic net income (loss) per share ("EPS") is computed by dividing
     income (loss) available to common shareholders by the weighted average
     number of common shares outstanding for the period. Diluted EPS

                                       6
<PAGE>
                     BOOKS-A-MILLION, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

     reflects the potential dilution that could occur if securities or
     other contracts to issue common stock are exercised or converted into
     common stock or resulted in the issuance of common stock that then shared
     in the earnings of the Company. Diluted EPS has been computed based on the
     weighted average number of shares outstanding including the effect of
     outstanding stock options, if dilutive, in each respective thirteen and
     thirty-nine week period. A reconciliation of the weighted average shares
     for basic and diluted EPS is as follows:
<TABLE>
<CAPTION>
                                                                   For the Thirteen Weeks Ended
                                                                           (in thousands)
                                                                   ----------------------------
                                                                November 1, 2003    November 2, 2002
                                                                ----------------    ----------------
     <S>                                                        <C>                 <C>
     Weighted average shares outstanding:
          Basic ......................................              16,278              16,200
          Dilutive effect of stock options outstanding                --                  --
                                                                    ------              ------
          Diluted ....................................              16,278              16,200
                                                                    ======              ======
</TABLE>

<TABLE>
<CAPTION>
                                                                   For the Thirty-Nine Weeks Ended
                                                                           (in thousands)
                                                                   ----------------------------
                                                                November 1, 2003     November 2, 2002
                                                                ----------------    ----------------
     <S>                                                        <C>                 <C>
     Weighted average shares outstanding:
          Basic ......................................              16,249              16,187
          Dilutive effect of stock options outstanding                --                  --
                                                                    ------              ------
          Diluted ....................................              16,249              16,187
                                                                    ======              ======
</TABLE>

          Options outstanding to purchase 2,403,000 and 2,374,000 shares of
     common stock for the thirteen and thirty-nine weeks ended November 1, 2003
     and November 2, 2002, respectively, were not included in the table above as
     they were anti-dilutive under the treasury stock method.

3.       DERIVATIVE AND HEDGING ACTIVITIES

          The Company is subject to interest rate fluctuations involving its
     credit facilities and debt related to an Industrial Development Revenue
     Bond (the "Bond"). However, the Company uses both fixed and variable debt
     to manage this exposure. On February 9, 1998, the Company entered into an
     interest rate swap agreement with a five-year term that carried a notional
     principal amount of $30 million. The swap effectively fixed the interest
     rate on $30.0 million of variable rate debt at 7.41% and expired February
     2003. The Company entered into two separate $10 million swaps on July 24,
     2002. Both expire August 2005 and effectively fix the interest rate on $20
     million of variable debt at 5.13%. In addition, the Company entered into a
     $7.5 million interest rate swap in May 1996 that expires in June 2006 and
     effectively fixes the interest rate on the Bond at 7.98%. The counter
     parties to the interest rate swaps are two primary banks in the Company's
     credit facility. The Company believes the credit and liquidity risk of the
     counter parties failing to meet their obligation is remote as the Company
     settles its interest position with the banks on a quarterly basis.

          The Company's interest rate swaps that convert variable payments to
     fixed payments are designated as cash flow hedges. Cash flow hedges protect
     against the variability in future cash outflows of current or forecasted
     debt. The changes in the fair value of these hedges are reported on the
     balance sheet with a corresponding adjustment to accumulated other
     comprehensive income (loss). Over time, the unrealized gains and losses
     held in accumulated other comprehensive income (loss) may be realized and
     reflected in the Company's Statements of Operations.

          The interest rate swaps described above are classified as Other
     Long-Term Liabilities in the accompanying condensed consolidated balance
     sheets at their fair value of $1.6 million and $2.1 million as of November
     1, 2003 and February 1, 2003, respectively. For the thirteen weeks ended
     November 1, 2003 and November 2, 2002, respectively, adjustment gains
     (losses) of ($53,000) (net of tax benefit of $33,000) and $280,000 (net of
     tax provision of $171,000) and in the thirty-nine weeks ended November 1,
     2003 and November 2, 2002, respectively, adjustments of $234,000 (net of
     tax provision of $144,000) and $170,000 (net of tax provision of $104,000)
     were recorded as unrealized gains or losses in accumulated other
     comprehensive income (loss) and are detailed in Note 4.

                                       7
<PAGE>

                     BOOKS-A-MILLION, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

4.       COMPREHENSIVE INCOME (LOSS)


          Comprehensive income (loss) is net income or loss, plus certain other
     items that are recorded directly to stockholders' equity. The only such
     items currently applicable to the Company are the unrealized gains (losses)
     on the derivative instruments explained in Note 3, as follows:

<TABLE>
<CAPTION>
     COMPREHENSIVE INCOME (LOSS)                       Thirteen Weeks Ended                     Thirty-Nine Weeks Ended
                                                         (in thousands)                              (in thousands)
                                                       --------------------                     -----------------------
                                              November 1, 2003      November 2, 2002      November 1, 2003      November 2, 2002
                                              ----------------      ----------------      ----------------      ----------------
<S>                                           <C>                   <C>                   <C>                   <C>
     Net loss ......................              ($  755)              ($2,755)              ($  436)              ($4,492)

     Unrealized gains (losses) on
     derivative instruments, net of
     deferred tax provision
     (benefit) for the thirteen-week
     periods of ($33) and $171,
     respectively, and the
     thirty-nine week periods of
     $144 and $104, respectively ...                  (53)                  280                   234                   170
                                                  -------               -------               -------               -------
     Total comprehensive loss ......              ($  808)              ($2,475)              ($  202)              ($4,322)
                                                  =======               =======               =======               =======
</TABLE>

5.       COMMITMENTS AND CONTINGENCIES

          The Company is a party to various legal proceedings incidental to its
     business. In the opinion of management, after consultation with legal
     counsel, the ultimate liability, if any, with respect to those proceedings
     is not presently expected to materially affect the financial position,
     results of operations or cash flows of the Company.

          From time to time, the Company enters into certain types of agreements
     that require the Company to indemnify parties against third party claims
     under certain circumstances. Generally these agreements relate to: (a)
     agreements with vendors and suppliers, under which the Company may provide
     customary indemnification to its vendors and suppliers in respect of
     actions they take at the Company's request or otherwise on its behalf, (b)
     agreements with vendors who publish books or manufacture merchandise
     specifically for the Company to indemnify the vendors against trademark and
     copyright infringement claims concerning the books published or merchandise
     manufactured on behalf of the Company, and (c) real estate leases, under
     which the Company may agree to indemnify the lessors from claims arising
     from the Company's use of the property.

          The nature and terms of these types of indemnities vary. The events or
     circumstances that would require the Company to perform under these
     indemnities are transaction and circumstance specific. Generally, a maximum
     obligation is not explicitly stated and therefore the overall maximum
     amount of the obligations cannot be reasonably estimated. Historically, the
     Company has not incurred significant costs related to performance under
     these types of indemnities. No liabilities have been recorded for these
     obligations on the Company's balance sheet at November 1, 2003 and February
     2, 2003.

6.       INVENTORIES

          As of February 2, 2003, the Company changed from the first-in,
     first-out (FIFO) method of accounting for inventories to the last-in,
     first-out (LIFO) method. Management believes this change is preferable in
     that it achieves a more appropriate matching of revenues and expenses. The
     impact of this accounting change was to increase "Costs of Products Sold"
     in the consolidated statements of operations by $0.1 million and $0.4
     million for the thirteen and thirty-nine weeks ended November 1, 2003. This
     resulted in an after-tax decrease to net income of $0.1 million or a
     decrease in net income per diluted share of $0.01, for the thirteen weeks
     ended November 1, 2003, and an after-tax decrease to net income of $0.3
     million or a decrease in net income per diluted share of $0.02, for the
     thirty-nine weeks ended November 1, 2003. The cumulative effect of a change
     in accounting principle from the FIFO method to LIFO method is not
     determinable. Accordingly, such change has been accounted for
     prospectively. In addition, pro forma amounts retroactively applying the
     change cannot be reasonably estimated and have not been disclosed.

                                       8
<PAGE>

                     BOOKS-A-MILLION, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

     Inventories were:

     (In thousands)                    November 1, 2003         February 1, 2003
                                       ----------------         ----------------
     Inventories (at FIFO)                $   243,685              $   224,019
     LIFO reserve                               (448)                        -
                                       ----------------         ----------------
     Net inventories                      $   243,237              $   224,019
                                       ================         ================

7.       VENDOR ALLOWANCES


          The Company receives allowances from its vendors from a variety of
     programs and arrangements, including merchandise placement and cooperative
     advertising programs. Effective February 3, 2002, the Company adopted the
     provisions of Emerging Issues Task Force ("EITF") No. 02-16, Accounting by
     a Customer (Including a Reseller) for Certain Consideration Received from a
     Vendor, which addresses the accounting for vendor allowances. As a result
     of the adoption of this statement, vendor allowances in excess of
     incremental direct costs are reflected as a reduction of inventory costs
     and recognized in cost of products sold upon the sale of related inventory.
     The impact of the adoption of EITF No. 02-16 is reflected as a cumulative
     effect of a change in accounting principle as of February 3, 2002 of
     approximately $1.2 million (net of income tax benefit of $736,000), or
     $0.08 per diluted share increase to net loss. Prior to fiscal 2003, the
     Company recognized these vendor allowances over the period covered by the
     vendor arrangement.


8.       BUSINESS SEGMENTS

          The Company has two reportable segments: retail trade and electronic
     commerce trade. The retail trade segment is a strategic business segment
     that is engaged in the retail trade of mostly book merchandise and includes
     the Company's distribution center operations, which predominately supplies
     merchandise to the Company's retail stores. The electronic commerce trade
     segment is a strategic business segment that transacts business over the
     internet and is managed separately due to divergent technology and
     marketing requirements.

          The accounting policies of the segments are substantially the same as
     those described in the Company's Fiscal 2003 Annual Report on Form 10-K.
     The Company evaluates performance of the segments based on profit and loss
     from operations before interest and income taxes. Certain intersegment cost
     allocations have been made based upon consolidated and segment revenues.



                                       9
<PAGE>



                     BOOKS-A-MILLION, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
    SEGMENT INFORMATION (IN THOUSANDS)                   Thirteen Weeks Ended                  Thirty-Nine Weeks Ended
                                                         --------------------                  -----------------------
                                                 November 1, 2003    November 2, 2002      November 1, 2003     November 2, 2002
                                                -----------------   -----------------    ------------------   ------------------
     <S>                                        <C>                 <C>                   <C>                 <C>
     NET SALES

           Retail Trade .................          $  101,317            $  95,442           $  310,804           $  297,439

           Electronic Commerce Trade.....               6,789                5,968               18,285               17,110

           Intersegment Sales Elimination              (5,039)              (4,716)             (13,704)             (13,123)
                                                     --------             --------             --------             --------
               Total Sales ..............          $  103,067            $  96,694           $  315,385           $  301,426
                                                     ========             ========             ========             ========

      OPERATING INCOME (LOSS)

           Retail Trade .................          $     (528)           $  (2,912)          $    2,569           $   (1,400)

           Electronic Commerce Trade ....                  82                 (225)                (615)                (621)

           Intersegment Elimination of
           Certain Costs ................                  30                   27                  136                   63
                                                     --------             --------             --------             --------
           Total Operating Income (Loss)           $     (416)           $  (3,110)          $    2,090           $   (1,958)
                                                     ========             ========             ========             ========
</TABLE>

<TABLE>
<CAPTION>
                                                 As of November 1,     As of February 1,
                                                             2003                  2003
                                                 ------------------   ------------------
     <S>                                         <C>                   <C>
     ASSETS
           Retail Trade .................          $  317,199            $ 306,542

           Electronic Commerce Trade ....               1,871                1,752

           Intersegment Asset Elimination                (565)                (576)
                                                     --------             --------
               Total Assets .............          $  318,505            $ 307,718
                                                     ========             ========
</TABLE>


                                       10
<PAGE>


                     BOOKS-A-MILLION, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

9.       RECENT ACCOUNTING PRONOUNCEMENTS

          FIN No. 46, "Consolidation of Variable Interest Entities", was issued
     in January 2003. This interpretation requires consolidation of variable
     interest entities ("VIE") (also formerly referred to as "special purpose
     entities") if certain conditions are met. The interpretation applies
     immediately to VIE's created after January 31, 2003, and to interests
     obtained in VIE's after January 31, 2003. Beginning after June 15, 2003,
     the interpretation applies also to VIE's created or interests obtained in
     VIE's before Janaury 31, 2003. The Company does not believe that this
     statement has a material impact on its financial position, results of
     operations or cash flows.


10.      DISCONTINUED OPERATIONS

          Discontinued operations represent the closure of the Company's only
     stores in a North Carolina and a Georgia market. The North Carolina store
     closed during the thirteen weeks ended May 3, 2003, and the Georgia store
     closed during the thirteen weeks ended August 2, 2003. These stores had
     sales of $0 and $562,000 and pretax operating losses of $54,000 and $60,000
     for the thirteen-week periods ended November 1, 2003 and November 2, 2002,
     respectively. For the thirty-nine weeks ended November 1, 2003 and November
     2, 2002, these stores had sales of $1,004,000 and $1,795,000 and pretax
     operating losses of $329,000 and $143,000, respectively. Included in the
     loss on discontinued operations are closing costs of $54,000 and $136,000
     for the thirteen and thirty-nine week periods ended November 1, 2003.



                                       11
<PAGE>

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


SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

     This document contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 that involve a
number of risks and uncertainties. A number of factors could cause actual
results, performance, achievements of the Company, or industry results to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. These factors include,
but are not limited to, the competitive environment in the book retail industry
in general and in the Company's specific market areas; inflation; economic
conditions in general and in the Company's specific market areas; the number of
store openings and closings; the profitability of certain product lines, capital
expenditures and future liquidity; liability and other claims asserted against
the Company; uncertainties related to the Internet and the Company's Internet
initiatives; and other factors referenced herein. In addition, such
forward-looking statements are necessarily dependent upon the assumptions,
estimates and dates that may be incorrect or imprecise and involve known and
unknown risks, uncertainties and other factors. Accordingly, any forward-looking
statements included herein do not purport to be predictions of future events or
circumstances and may not be realized. Given these uncertainties, shareholders
and prospective investors are cautioned not to place undue reliance on such
forward-looking statements. The Company disclaims any obligations to update any
such factors or to publicly announce the results of any revisions to any of the
forward-looking statements contained herein to reflect future events or
developments.

GENERAL

     The Company was founded in 1917 and currently operates 203 retail
bookstores, including 163 superstores, concentrated in the southeastern United
States.

     The Company's growth strategy is focused on opening superstores in new and
existing market areas, particularly in the Southeast. In addition to opening new
stores, management intends to continue its practice of reviewing the
profitability trends and prospects of existing stores and closing or relocating
under-performing stores or converting stores to different formats.

     Comparable store sales are determined each fiscal quarter during the year
based on all stores that have been open at least 12 full months as of the first
day of the fiscal quarter. Any stores closed during a fiscal quarter are
excluded from comparable store sales as of the first day of the quarter in which
they close.

RESULTS OF OPERATIONS

     The following table sets forth statement of operations data expressed as a
percentage of net sales for the periods presented.
<TABLE>
<CAPTION>
                                                        Thirteen Weeks Ended                    Thirty-nine Weeks Ended
                                                        --------------------                    -----------------------
                                                 November 1, 2003      November 2, 2002     November 1, 2003    November 2, 2002
                                                 ----------------      ----------------     ----------------    ----------------
<S>                                              <C>                   <C>                  <C>                 <C>
Net sales ..............................               100.0%                100.0%               100.0%             100.0%
Gross profit ...........................                25.6%                 23.5%                26.1%              26.0%
Operating, selling and administrative
     expenses ..........................                22.2%                 22.5%                21.7%              22.6%
Depreciation and amortization ..........                 3.8%                  4.2%                 3.7%               4.0%
                                                       -----                 -----                -----              -----
Operating income (loss) ................               (0.4)%                (3.2)%                 0.7%             (0.6)%
Interest expense, net ..................                 0.7%                  1.3%                 0.8%               1.1%
                                                       -----                 -----                -----              -----
Loss from continuing operations before
     income taxes and cumulative effect
     of a change in accounting
     principle .........................               (1.1)%                (4.5)%               (0.1)%             (1.7)%
Income taxes benefit ...................               (0.4)%                (1.7)%                 --               (0.6)%
                                                       -----                 -----                -----              -----
Loss from continuing operations before
     cumulative effect of a change in
     accounting principle ..............               (0.7)%                (2.8)%               (0.1)%             (1.1)%
Loss from discontinued operations ......                 --                    --                   --                 --
                                                       -----                 -----                -----              -----
Loss before cumulative effect of a
     change in accounting principle ....               (0.7)%                (2.8)%               (0.1)%             (1.1)%
Cumulative effect of change in
     accounting principle ..............                 --                    --                   --               (0.4)%
                                                       -----                 -----                -----              -----
Net loss ...............................               (0.7)%                (2.8)%               (0.1)%             (1.5)%
                                                       =====                 =====                =====              =====
</TABLE>
                                       12
<PAGE>
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

     Net sales increased 6.6% to $103.1 million in the thirteen weeks ended
November 1, 2003, from $96.7 million in the thirteen weeks ended November 2,
2002. Net sales increased 4.6% to $315.4 million in the thirty-nine weeks ended
November 1, 2003, from $301.4 million in the thirty-nine weeks ended November 2,
2002. Comparable store sales in the thirteen weeks ended November 1, 2003
increased 4.4% when compared with the same thirteen week period for the prior
year. The increase in comparable store sales for the thirteen weeks was
primarily due to higher sales in the book and cafe departments. The book sales
increase was primarily driven by increased traffic and a strong line-up of
bestseller titles during the quarter. The cafe department sales increase was led
by the Company's new cold beverage product line of frappes as well as increased
store traffic. Comparable store sales increased 2.6% for the thirty-nine weeks
ended November 1, 2003 due to higher sales in the book, collector and cafe
departments. The book sales increase was driven by Harry Potter sales during the
second quarter, as well as a strong line-up of bestsellers this year. The
collector sales increase was due to Yu-Gi-Oh sales and the cafe sales increase
was due to sales of the Company's new cold beverage product line of frappes well
as increased store traffic. During the thirteen weeks ended November 1, 2003,
the Company opened one store and closed one store.

     Net sales for the retail trade segment increased $5.9 million, or 6.2%, to
$101.3 million in the thirteen weeks ended November 1, 2003 from $95.4 million
in the same period last year. The increase in sales was primarily due to higher
comparable store sales, which increased 4.4% for the thirteen weeks. Net sales
for the retail trade segment increased $13.4 million, to $310.8 million for the
thirty-nine weeks ended November 1 2003, due to the improved sales during the
second and third quarters. Net sales for the electronic commerce segment
increased $0.8 million, or 13.8%, to $6.8 million in the thirteen weeks ended
November 1, 2003 related to higher business to business order volume. For the
thirty-nine weeks ended November 1, 2003, net sales for the electronic commerce
segment increased $1.2 million, to $18.3 million from $17.1 million in the same
period last year.

     Gross profit increased 15.9% to $26.3 million in the thirteen weeks ended
November 1, 2003 when compared with $22.7 million in the same thirteen week
period for the prior year. For the thirty-nine weeks ended November 1, 2003,
gross profit increased 5.1% to $82.3 million from $78.3 million in the same
period last year. Gross profit as a percentage of net sales for the thirteen
weeks ended November 1, 2003 was 25.6% versus 23.5% in the same period last
year. Gross profit as a percentage of net sales for the thirty-nine weeks ended
November 1, 2003 was 26.1% versus 26.0% in the same period last year. The
increase in gross profit stated as a percent of net sales for the thirteen week
period was due to less promotional activity, improved sales mix to higher margin
departments including cafes, and lower occupancy costs as a percentage of sales.
Additionally, as of February 2, 2003, the Company changed from the first-in
first-out (FIFO) method of accounting for inventories to the last-in first-out
(LIFO) method. The impact of this accounting change was to decrease gross profit
in the consolidated statements of operations by $0.1 million and $0.4 million
for the thirteen and thirty-nine week periods ended November 1, 2003. Refer to
Note 6 in the notes to the condensed consolidated financial statements for
additional information related to this change.

     Operating, selling and administrative expenses were $22.9 million in the
thirteen week period ended November 1, 2003 compared to $21.8 million in the
same period last year. For the thirty-nine weeks ended November 1, 2003,
operating, selling and administrative expenses were $68.3 million compared to
$68.3 million in the same period last year. Operating, selling and
administrative expenses as a percentage of net sales for the thirteen weeks
ended November 1, 2003 decreased to 22.2% from 22.5% in the same period last
year. Operating, selling and administrative expenses as a percentage of net
sales for the thirty-nine weeks ended November 1, 2003 decreased to 21.7% from
22.6% in the same period last year. The decrease in operating, selling and
administrative expenses stated as a percent to sales was primarily due to strong
expense controls in both corporate and store selling expenses. Additionally,
store advertising expenses were lower than last year due to less promotions than
normal.

     Depreciation and amortization was $3.9 million in the thirteen week period
ended November 1, 2003 and $4.1 million in the thirteen week period ended
November 2, 2002. In the thirty-nine week period ended November 1, 2003
depreciation and amortization decreased 0.7% to $11.9 million from $12.0 million
in the same period last year.

     Consolidated operating loss was $0.4 million for the thirteen weeks ended
November 1, 2003, compared to $3.1 million in the same period last year. For the
thirty-nine weeks ended November 1, 2003, consolidated operating profit was $2.1
million versus a loss of $2.0 million last year. Operating loss for the retail
trade segment decreased $2.4 million for the thirteen weeks ended November 1,
2003, and operating profit increased $4.0 million for the thirty-nine week
period ended November 1, 2003. The decrease in operating loss for the quarter
and increase in operating profit for the thirty-nine week period ended November
1, 2003 was due to strong profit growth driven by stronger comparable store
sales. The operating profit for the electronic commerce segment was $0.1 million
for the thirteen weeks ended November 1, 2003 versus an operating loss of $0.2
million in the same period last year. The increase in profit was due to higher

                                       13
<PAGE>


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

order volume in the business to business category. For the thirty-nine week
periods ended November 1, 2003 and November 2, 2002, the operating loss for the
electronic commerce segment was $0.6 million.

     Interest expense was $747,000 in the thirteen weeks ended November 1, 2003
versus $1.3 million in the same period last year and $2.5 million in the
thirty-nine weeks ended November 1, 2003 versus $3.2 million in the same period
last year. The decrease was due to lower average debt balances and lower
interest rates compared with last year.

     Discontinued operations represent the closure of the Company's only stores
in a North Carolina and a Georgia market. The North Carolina store closed during
the thirteen weeks ended May 3, 2003, and the Georgia store closed during the
thirteen weeks ended August 2, 2003. These stores had sales of $0 and $562,000
and pretax operating losses of $54,000 and $60,000 for the thirteen-week periods
ended November 1, 2003 and November 2, 2002, respectively. For the thirty-nine
weeks ended November 1, 2003 and November 2, 2002, these stores had sales of
$1,004,000 and $1,795,000 and pretax operating losses of $329,000 and $143,000,
respectively. Included in the loss on discontinued operations are closing costs
of $54,000 and $136,000 for the thirteen and thirty-nine week periods ended
November 1, 2003.

     Effective February 3, 2002, the Company adopted Emerging Issues Task Force
("EITF") No. 02-16, Accounting by a Customer (including a reseller) for Certain
Consideration Received from a Vendor, which addresses the accounting for vendor
allowances. The adoption of this accounting principle resulted in a cumulative
after-tax increase to net loss of $1.2 million, or $0.08 per diluted share, for
the thirty-nine weeks ended November 2, 2002.

LIQUIDITY AND CAPITAL RESOURCES

     The Company's primary sources of liquidity are cash flows from operations,
including credit terms from vendors, and borrowings under its credit facility.
The Company has an unsecured revolving credit facility that allows borrowings up
to $100 million, for which no principal repayments are due until the facility
expires in July 2005. The credit facility has certain financial and
non-financial covenants. The most restrictive financial covenant is the
maintenance of a minimum fixed charge coverage ratio. As of November 1, 2003 and
February 1, 2003, $50.9 million and $37.4 million, respectively, were
outstanding under this credit facility. The Company expects that the current
portion of long-term debt will be repaid by the end of the current fiscal year
with cash flows from the holiday selling season. The maximum and average
outstanding balances during the thirteen weeks ended November 1, 2003 were $65.3
million and $59.2 million, respectively, compared to $81.9 million and $74.7
million, respectively for the same period in the prior year. The maximum and
average outstanding balances during the thirty-nine weeks ended November 1, 2003
were $77.6 million and $64.1 million, respectively, compared to $81.9 million
and $66.0 million, respectively for the same period in the prior year. The
outstanding borrowings as of November 1, 2003 had interest rates ranging from
1.90% to 2.90%. Additionally, as of November 1, 2003 and February 1, 2003, the
Company has outstanding borrowings under an industrial revenue bond totaling
$7.5 million, which is secured by certain property.

Financial Position

     Inventory balances at November 1, 2003 compared to February 1, 2003
increased due to seasonal fluctuation in inventory. Inventory levels are lowest
at February 1, 2003 due to large post holiday returns. Accounts payable at
November 1, 2003 compared to February 1, 2003 increased due to timing of
inventory purchases and vendor payments.


                                       14
<PAGE>



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

Future Commitments

     The following table lists the aggregate maturities of various classes of
obligations and expiration amounts of various classes of commitments related to
Books-A-Million, Inc. at November 1, 2003 (in thousands):

PAYMENTS DUE UNDER CONTRACTUAL OBLIGATIONS
<TABLE>
<CAPTION>
                               Total      FY 2004      FY 2005     FY 2006     FY 2007      FY 2008     Thereafter
                               -----      -------      -------     -------     -------      -------     ----------
<S>                         <C>           <C>          <C>         <C>         <C>          <C>         <C>
Revolving
credit facility (1) ..      $  50,940     $ 23,422     $      -    $  27,518    $      -     $      -     $      -

Long-term debt
-industrial
revenue bond .........          7,500            -            -        7,500           -            -            -

Notes payable ........             47           47            -            -           -            -            -
                            ---------     --------     --------    ---------     -------     --------     --------
Subtotal of debt .....         58,487       23,469            -       35,018           -            -            -
Operating leases .....        123,118        7,325       27,168       24,440      19,203       15,679       29,303
                            ---------     --------     --------    ---------     -------     --------     --------
Total of obligations .      $ 181,605     $ 30,794     $ 27,168     $ 59,458    $ 19,203     $ 15,679     $ 29,303
                            =========     ========     ========     ========    ========     ========     ========
</TABLE>
     (1) While we do not have any principal payments due until June 2005, we
anticipate paying down our revolving credit facility by $23,422 in the fourth
quarter with cash flows from the holiday selling season.

Guarantees

     From time to time, the Company enters into certain types of agreements that
contingently require the Company to indemnify parties against third party
claims. Generally these agreements relate to: (a) agreements with vendors and
suppliers, under which the Company may provide customary indemnification to its
vendors and suppliers in respect of actions they take at the Company's request
or otherwise on its behalf, (b) agreements with vendors who publish books or
manufacture merchandise specifically for the Company to indemnify the vendors
against trademark and copyright infringement claims concerning the books
published or merchandise manufactured on behalf of the Company and (c) real
estate leases, under which the Company may agree to indemnify the lessors from
claims arising from the Company's use of the property.


     The nature and terms of these types of indemnities vary. The events or
circumstances that would require the Company to perform under these indemnities
are transaction and circumstance specific. Generally, a maximum obligation is
not explicitly stated and and therefore the overall maximum amount of the
obligations cannot be reasonably estimated. Historically, the Company has not
incurred significant costs related to performance under these types of
indemnities. No liabilities have been recorded for these obligations on the
Company's balance sheet at November 1, 2003.

Cash Flows

         Operating activities used cash of $6.1 million and $24.2 million in the
thirty-nine week periods ended November 1, 2003 and November 2, 2002,
respectively, and included the following effects:
o        Cash used for inventories in the thirty-nine week periods ended
         November 1, 2003 and November 2, 2002 was $19.2 million and $37.0
         million, respectively.  The smaller usage in the current period was
         primarily due to higher sales versus last year.
o        Cash (used) provided by accounts payable in the thirty-nine week
         periods ended November 1, 2003 and November 2, 2002 was ($1.7) million
         and $8.5 million, respectively.  This change was due to the smaller
         increase in inventory versus last year.
o        Depreciation and amortization expenses were $11.9 million and $12.0
         million in the thirty-nine week periods ended November 1, 2003 and
         November 2, 2002, respectively.

     Cash flows used in investing activities reflected a $7.5 million and $12.0
million net use of cash for the thirty-nine week periods ended November 1, 2003
and November 2, 2002, respectively. Cash was used primarily to fund capital
expenditures for new store openings, renovation and improvements to existing
stores, warehouse distribution purposes and investments in management
information systems.

                                       15
<PAGE>

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

     Financing activities provided cash of $13.6 million and $35.6 million in
the thirty-nine week periods ended November 1, 2003 and November 2, 2002,
respectively, principally from net borrowings under the revolving credit
facility.

OUTLOOK

     For the thirty-nine weeks ended November 1, 2003, the Company has opened
three stores, relocated one store, remodeled 33 stores and closed seven stores.
For the remainder of fiscal 2004, the Company expects to open one store,
complete remodels on seven stores, and close one to two stores. The Company's
capital expenditures totaled $7.6 million in the thirty-nine week period ended
November 1, 2003. These expenditures were primarily used for new store openings,
renovation and improvements to existing stores and investment in management
information systems. Management estimates that capital expenditures for the
remainder of fiscal 2004 will be approximately $2.0 million and that such
amounts will be used primarily for new stores, renovation and improvements to
existing stores, and investments in management information systems. Management
believes that existing cash balances 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 2004 and all of fiscal
2005.

RELATED PARTY ACTIVITIES

     Certain stockholders and directors (including certain officers) 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 ("related parties") are summarized in the following
paragraph.

     The Company purchases a portion of its inventories for resale from related
parties; such net purchases were $26.8 million in the thirty-nine weeks ended
November 1, 2003, and $25.3 million in the thirty-nine weeks ended November 2,
2002. This difference in net purchases is primarily due to timing of magazine
purchases and returns. The Company sells a portion of its inventories to related
parties; such sales amounted to $0.8 million and $0.0 million in the thirty-nine
weeks ended November 1, 2003 and November 2, 2002, respectively. Management
believes the terms of these related party transactions are substantially
equivalent to those available from unrelated parties and, therefore, have no
significant impact on gross profit.

     The Company also leases certain office, warehouse and retail store space
from related parties. Rental expense under these leases was approximately
$433,000 and $440,900 in the thirty-nine weeks ended November 1, 2003 and
November 2, 2002, respectively. Total minimum future rental payments under these
leases aggregate $314,000 at November 1, 2003.


                                       16
<PAGE>

           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The Company is subject to interest rate fluctuations involving its credit
facilities. The average amount of debt outstanding under the Company's credit
facilities was $65.9 million during fiscal 2003. However, the Company utilizes
both fixed and variable debt to manage this exposure. The Company entered into
two separate $10 million swaps on July 24, 2002. Both expire August 2005 and
effectively fix the interest rate on $20 million of variable debt at 5.13%.
Also, on May 14, 1996, the Company entered into an interest rate swap agreement,
with a ten- year term, which carries a notional principal amount of $7.5
million. The swap effectively fixes the interest rate on $7.5 million of
variable rate debt at 7.98%. The swap agreement expires on June 7, 2006. The
counter parties to the interest rate swaps are parties to the Company's
revolving credit facilities. The Company believes the credit and liquidity risk
of the counter parties failing to meet their obligations is remote as the
Company settles its interest position with the banks on a quarterly basis.

     To illustrate the sensitivity of the results of operations to changes in
interest rates on its debt, the Company estimates that a 66% increase in LIBOR
rates would increase interest expense by approximately $76,000 for the thirteen
weeks ended November 1, 2003. Likewise, a 66% decrease in LIBOR rates would
decrease interest expense by $76,000 for the thirteen weeks ended November 1,
2003. This hypothetical change in LIBOR rates was calculated based on the
fluctuation in LIBOR in 2002, which was the maximum LIBOR fluctuation in the
last ten years. The estimates do not consider the effect of the potential
termination of the interest rate swaps associated with the debt will have on
interest expense.



                                       17
<PAGE>
                             CONTROLS AND PROCEDURES

     The Company maintains disclosure controls and procedures that are designed
to ensure that information required to be disclosed in the Company's Exchange
Act reports is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms, and that such information is
accumulated and communicated to the Company's management, including its Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure. In designing and evaluating the
disclosure controls and procedures, management recognized that any controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and management
necessarily was required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.

     As required by SEC Rule 13a-15(b), the Company carried out an evaluation,
under the supervision and with the participation of the Company's management,
including the Company's Chief Executive Officer and the Company's Chief
Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures as of the end of the fiscal quarter
covered by this report. Based on the foregoing, the Company's Chief Executive
Officer and Chief Financial Officer concluded that the Company's disclosure
controls and procedures were effective at the reasonable assurance level. There
has been no change in the Company's internal controls over financial reporting
during the Company's most recent fiscal quarter that has materially affected, or
is reasonably likely to materially affect, the Company's internal controls over
financial reporting.



                                       18
<PAGE>

                             II - OTHER INFORMATION

ITEM 1:  Legal Proceedings

                  The Company is a party to various legal proceedings incidental
                  to its business. In the opinion of management, after
                  consultation with legal counsel, the ultimate liability, if
                  any, with respect to those proceedings is not presently
                  expected to materially affect the financial position, results
                  of operations or cash flows of the Company.

ITEM 2:  Changes in Securities

                  None

ITEM 3:  Defaults Upon Senior Securities

                  None

ITEM 4:  Submission of Matters of Vote of Security Holders

                  None

ITEM 5:  Other Information

                  None

ITEM 6:  Exhibits and Reports on Form 8-K

(A)      Exhibits

                  Exhibit 3i Certificate of Incorporation of Books-A-Million,
                  Inc. (incorporated herein by reference to Exhibit 3.1 in the
                  Company's Registration Statement on Form S-1 (Capital
                  Registration No. 33-52256)

                  Exhibit 3ii By-Laws of Books-A-Million, Inc. (incorporated
                  herein by reference to Exhibit 3.2 in the Company's
                  Registration Statement on Form S-1 (Capital Registration No.
                  33-52256))

                  Exhibit 31.1 Certification of Clyde B. Anderson, Chief
                  Executive Officer of Books-A-Million, Inc., pursuant to Rule
                  13a-14(a) under the Securities Exchange Act of 1934, filed
                  under Exhibit 31 of Item 601 of Regulation S-K.

                  Exhibit 31.2 Certification of Richard S. Wallington, Chief
                  Financial Officer of Books-A-Million, Inc., pursuant to Rule
                  13a-14(a) under the Securities Exchange Act of 1934, filed
                  under Exhibit 31 of Item 601 of Regulation S-K.

                  Exhibit 32.1 Certification of Clyde B. Anderson, Chief
                  Executive Officer of Books-A-Million, Inc., pursuant to 18
                  U.S.C. Section 1350, filed under Exhibit 32 of Item 601 of
                  Regulation S-K.

                  Exhibit 32.2 Certification of Richard S. Wallington, Chief
                  Financial Officer of Books-A-Million, Inc., pursuant to 18
                  U.S.C. Section 1350, filed under Exhibit 32 of Item 601 of
                  Regulation S-K.

(B)      Reports on Form 8-K

                  Current report on 8-K, filed with the Securities and Exchange
                  Commission on November 21, 2003, with respect to third quarter
                  ended November 1, 2003 earnings announcement.



                                       19
<PAGE>

                                   SIGNATURES

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


                              BOOKS-A-MILLION, INC.


    Date: December 15, 2003                             by:/s/ Clyde B. Anderson
                                                           ---------------------
                                                               Clyde B. Anderson
                                                         Chief Executive Officer


    Date: December 15, 2003                         by:/s/ Richard S. Wallington
                                                       -------------------------
                                                           Richard S. Wallington
                                                         Chief Financial Officer



                                       20
<PAGE>


Exhibit 31.1

                                 CERTIFICATIONS



I, Clyde B. Anderson, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of Books-A-Million,
Inc.;

     2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the periods presented in this report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this quarterly report.


     4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:


         a)  designed such disclosure controls and procedures, or caused such
             disclosure controls and procedures to be designed under our
             supervision, to ensure that material information relating to the
             registrant, including its consolidated subsidiaries, is made known
             to us by others within those entities, particularly during the
             period in which this report is being prepared;


         b)  evaluated the effectiveness of the registrant's disclosure controls
             and procedures and presented in this report our conclusions about
             the effectiveness of the disclosure controls and procedures, as of
             the end of the period covered by this report based on such
             evaluation; and


         c)  disclosed in this report any change in the registrant's internal
             control over financial reporting that occurred during the
             registrant's most recent fiscal quarter that has materially
             affected, or is reasonably likely to materially affect, the
             registrant's internal control over financial reporting; and


     5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):


         a)  all significant deficiencies and material weaknesses in the design
             or operation of internal controls over financial reporting which
             are reasonably likely to adversely affect the registrant's ability
             to record, process, summarize and report financial information; and


         b)  any fraud, whether or not material, that involves management or
             other employees who have a significant role in the registrant's
             internal control over financial reporting.

Date: December 15, 2003                                    /s/ Clyde B. Anderson
                                                           ---------------------
                                                               Clyde B. Anderson
                                                         Chief Executive Officer


                                       21
<PAGE>


Exhibit 31.2

                                 CERTIFICATIONS



I, Richard S. Wallington, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of Books-A-Million,
Inc.;

     2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the periods presented in this report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this quarterly report.


     4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:


         a)  designed such disclosure controls and procedures, or caused such
             disclosure controls and procedures to be designed under our
             supervision, to ensure that material information relating to the
             registrant, including its consolidated subsidiaries, is made known
             to us by others within those entities, particularly during the
             period in which this report is being prepared;


         b)  evaluated the effectiveness of the registrant's disclosure controls
             and procedures and presented in this report our conclusions about
             the effectiveness of the disclosure controls and procedures, as of
             the end of the period covered by this report based on such
             evaluation; and


         c)  disclosed in this report any change in the registrant's internal
             control over financial reporting that occurred during the
             registrant's most recent fiscal quarter that has materially
             affected, or is reasonably likely to materially affect, the
             registrant's internal control over financial reporting; and


     5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):


         a)  all significant deficiencies and material weaknesses in the design
             or operation of internal controls over financial reporting which
             are reasonably likely to adversely affect the registrant's ability
             to record, process, summarize and report financial information; and


         b)  any fraud, whether or not material, that involves management or
             other employees who have a significant role in the registrant's
             internal control over financial reporting.


Date: December 15, 2003                                /s/ Richard S. Wallington
                                                       -------------------------
                                                           Richard S. Wallington
                                                         Chief Financial Officer



                                       22
<PAGE>



Exhibit 32.1

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER

         Pursuant to 18 U.S.C. ss. 1350, as created by Section 906 of the
Sarbanes-Oxley Act of 2002, the undersigned officer of Books-A-Million, Inc.
(the "Company") hereby certifies, to the best of such officer's knowledge, that:

         (i) the accompanying Quarterly Report on Form 10-Q of the Company for
the quarterly period ended November 1, 2003 (the "Report") fully complies with
the requirements of Section 13(a) or Section 15(d), as applicable, of the
Securities Exchange Act of 1934, as amended; and

         (ii) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.


Dated: December 15, 2003                                   /s/ Clyde B. Anderson
                                                           ---------------------
                                                               Clyde B. Anderson
                                                         Chief Executive Officer



                                       23
<PAGE>




Exhibit 32.2

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER

         Pursuant to 18 U.S.C. ss. 1350, as created by Section 906 of the
Sarbanes-Oxley Act of 2002, the undersigned officer of Books-A-Million, Inc.
(the "Company") hereby certifies, to the best of such officer's knowledge, that:

         (i) the accompanying Quarterly Report on Form 10-Q of the Company for
the quarterly period ended November 1, 2003 (the "Report") fully complies with
the requirements of Section 13(a) or Section 15(d), as applicable, of the
Securities Exchange Act of 1934, as amended; and

         (ii) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.


Dated: December 15, 2003                               /s/ Richard S. Wallington
                                                       -------------------------
                                                           Richard S. Wallington
                                                         Chief Financial Officer

                                       24