<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q/A

(MARK ONE)

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

                For the quarterly period ended: October 31, 1998
                                                ----------------

                                     - 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 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 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 15, 1998 were 17,797,325 shares.
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                       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
                                                    -----------------------------       -----------------------------
                                                    October 31,       November 1,       October 31,       November 1,
                                                       1998              1997              1998              1997
                                                    -----------       -----------       -----------       -----------
<S>                                                 <C>               <C>               <C>               <C>      
NET SALES                                            $  78,962         $  71,613         $ 231,386         $ 211,717
   Cost of products sold (including warehouse
   distribution and store occupancy costs)(1)           60,242            54,133           174,258           158,010
                                                     ---------         ---------         ---------         ---------

GROSS PROFIT                                            18,720            17,480            57,128            53,707
   Operating, selling and administrative           
   expenses                                             16,378            13,779            46,965            40,961
   Depreciation and amortization                         3,368             3,049             9,703             8,464
                                                     ---------         ---------         ---------         ---------

OPERATING INCOME (LOSS)                                 (1,026)              652               460             4,282
   Interest expense, net                                 1,328             1,136             3,626             3,320
                                                     ---------         ---------         ---------         ---------

INCOME (LOSS) BEFORE INCOME TAXES                       (2,354)             (484)           (3,166)              962
   Provision (benefit) for income taxes                   (895)             (184)           (1,203)              366
                                                     ---------         ---------         ---------         ---------

NET INCOME (LOSS)                                    $  (1,459)        $    (300)        $  (1,963)        $     596
                                                     =========         =========         =========         =========

WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING - BASIC                              17,404            17,428            17,428            17,425
                                                     =========         =========         =========         =========
NET INCOME (LOSS) PER SHARE - BASIC(2)               $   (0.08)        $   (0.02)        $   (0.11)        $    0.03
                                                     =========         =========         =========         =========
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING - DILUTED                            17,404            17,428            17,428            17,426
                                                     =========         =========         =========         =========
NET INCOME (LOSS) PER SHARE - DILUTED(2)             $   (0.08)        $   (0.02)        $   (0.11)        $    0.03
                                                     =========         =========         =========         =========
</TABLE>




(1) Inventory purchases from related parties were $7,795, $10,288, $27,578 and
$26,087 respectively, for each of the periods presented above.

(2) Effective January 31, 1998, the Company adopted Statement of Financial
Accounting Standards No. 128, Earnings Per Share (EPS), for all periods
presented.




                                       3
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                                   SIGNATURES

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






                              BOOKS-A-MILLION, INC.


Date: December 18, 1998


                                    by:/s/ Clyde B. Anderson
                                       ---------------------
                                    Clyde B. Anderson
                                    President and
                                    Chief Executive Officer



Date: December 18, 1998


                                    by:/s/ Sandra B. Cochran
                                       ---------------------
                                    Sandra B. Cochran
                                    Executive Vice President,
                                    Chief Financial Officer
                                    and Secretary