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

                                   FORM 10-Q

(MARK ONE)

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

            For the quarterly period ended: May 3, 1997

                                      - OR -

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

            For the transaction period from________ to________

                         COMMISSION FILE NUMBER 0-20664

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

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

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

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

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

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

                               Yes  X    No 
                                  ----      ---- 

Indicate the number of shares outstanding of each of the issuer's common stock,
as of the latest practicable date: Shares of common stock, par value $.01 per
share, outstanding as of May 3, 1997 were 17,427,593 shares.
<PAGE>   2
                         PART 1. FINANCIAL INFORMAITON
                          ITEM 1. FINANCIAL STATEMENTS
                       BOOKS-A-MILLION, INC. & SUBSIDIARY
                          CONSOLIDATED BALANCE SHEETS
                             (DOLLARS IN THOUSANDS)
                                  (UNAUDITED)
<TABLE>
<CAPTION>

ASSETS                                                          May 3, 1997   February 1, 1997
                                                                -----------   ----------------
CURRENT ASSETS:
<S>                                                                <C>             <C>     
  Cash and temporary cash investments                              $  4,720        $  4,776
  Accounts receivable                                                11,294          13,198
  Related party receivables                                           6,940           5,854
  Inventories                                                       165,053         141,430
  Prepayments and other                                                 990             584
  Deferred income taxes                                               3,120           2,913
                                                                   --------        --------
     TOTAL CURRENT ASSETS                                           192,117         168,755
                                                                   ========        ========

PROPERTY AND EQUIPMENT:
  Land                                                                  628             628
  Buildings                                                           5,367           5,367
  Equipment                                                          22,885          22,690
  Furniture and fixtures                                             28,644          28,535
  Leasehold improvements                                             32,882          32,796
  Construction-in-process                                             2,576             804
                                                                    -------        --------
                                                                     92,982          90,820
  Less-accumulated depreciation and amortization                     30,339          27,673
                                                                    -------        --------
     NET PROPERTY AND EQUIPMENT                                      62,643          63,147
                                                                    -------        --------        

OTHER ASSETS:
  Goodwill, net                                                       1,570           1,581
  Other                                                                  55              56
                                                                   --------        --------
   TOTAL OTHER ASSETS                                                 1,625           1,637
                                                                   --------        --------
     TOTAL ASSETS                                                  $256,385        $233,539
                                                                   ========        ========


LIABILITIES AND STOCKHOLDERS' INVESTMENT
CURRENT LIABILITIES:
  Accounts payable:

     Trade                                                         $ 76,566        $ 79,127
     Related party                                                    6,019           2,270
   Accrued expenses                                                  12,418          14,768
   Accrued income taxes                                                 123           1,961
   Notes payable                                                     20,000              --
                                                                   --------        --------
      TOTAL CURRENT LIABILITIES                                     115,126          98,126
                                                                   --------        --------
 
LONG TERM DEBT                                                       42,906          37,645
DEFERRED INCOME TAXES                                                 1,469           1,348
                                                                   --------        --------


STOCKHOLDERS' INVESTMENT:
Preferred stock, $.01 par value, 1,000,000                               --              --
   shares authorized, no shares outstanding
Common stock, $.01 par value, 30,000,000 shares authorized,
  17,427,593 and 17,408,535 shares issued and outstanding
   at May 3, 1997 and February 1, 1997, respectively                    174             174
Additional paid-in capital                                           62,924          62,829
Retained earnings                                                    33,786          33,417
                                                                   --------        --------
   TOTAL STOCKHOLDERS' INVESTMENT                                    96,884          96,420
                                                                   --------        --------
      TOTAL LIABILITIES AND STOCKHOLDERS' INVESTMENT               $256,385        $233,539
                                                                   ========        ========
</TABLE>


                             See accompanying notes

                                      -2-


<PAGE>   3



                       BOOKS-A-MILLION, INC. & SUBSIDIARY

                       CONSOLIDATED STATEMENTS OF INCOME
                    (In thousands, except per share amounts)
                                  (Unaudited)
<TABLE>
<CAPTION>

                                                                               Thirteen Weeks Ended
                                                                               --------------------
                                                                   May 3, 1997                May 4, 1996
                                                                   -----------                -----------
<S>                                                                <C>                         <C>
NET SALES                                                          $  68,237                   $ 56,589
   Cost of products sold (including warehouse,
      distribution and store occupancy costs)*                        50,696                     41,900
                                                                   ---------                   --------

GROSS PROFIT                                                          17,541                     14,689
   Operating, selling and administrative expenses                     13,243                     10,637
   Depreciation and amortization                                       2,692                      2,064
                                                                   ---------                   --------

OPERATING INCOME                                                       1,606                      1,988
   Interest expense, net                                               1,011                        406
                                                                   ---------                   --------

INCOME BEFORE INCOME TAXES                                               595                      1,582
   Provision for income taxes                                            226                        601
                                                                   ---------                   --------

NET INCOME                                                         $     369                   $    981
                                                                   =========                   ========

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING                         17,419                     17,395
                                                                   =========                   ========

NET INCOME PER SHARE                                               $    0.02                   $   0.06
                                                                   =========                   ========

</TABLE>

* Inventory purchases from related parties were $9,096 and $6,826,
  respectively, for each of the periods presented above.

                             See accompanying notes

                                     - 3 -


<PAGE>   4



                       BOOKS-A-MILLION, INC. & SUBSIDIARY

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                             (Dollars in thousands)
                                  (Unaudited)

<TABLE>
<CAPTION>

                                                                               THIRTEEN WEEKS ENDED
                                                                               --------------------
                                                                    MAY 3, 1997                 MAY 4, 1996
                                                                    -----------                 -----------
<S>                                                                  <C>                          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                        $       369                  $      981
                                                                     -----------                  ----------
   Adjustments to reconcile net income to net cash 
     used in operating activities:

     Depreciation and amortization                                         2,692                       2,064
     Loss on disposal of property and equipment                                5                           5
     Change in deferred income taxes                                         (86)                         53
     (Increase) decrease in current assets:
          Accounts receivable                                              1,904                         790
          Related party receivables                                       (1,086)                     (2,257)
          Inventories                                                    (23,623)                     (9,131)
          Prepayments and other                                             (405)                       (490)
     Increase (decrease) in current liabilities:
          Accounts payable                                                 1,188                       3,251
          Accrued income taxes                                            (1,838)                       (561)
          Accrued expenses                                                (2,347)                     (4,231)
                                                                     -----------                  ----------
          Total adjustments                                              (23,596)                    (10,507)
                                                                     -----------                  ----------

          Net cash used in operating activities                          (23,227)                     (9,526)
                                                                     -----------                  ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                                                   (2,185)                     (4,309)
   Proceeds from sale of equipment                                             0                          69
                                                                     -----------                  ----------

          Net cash used in investing activities                           (2,185)                     (4,240)
                                                                     -----------                  ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Borrowings under credit facilities                                     49,726                      31,830
   Repayments under credit facilities                                    (24,465)                    (17,371)
   Proceeds from sale of common stock, net                                    95                         147
                                                                     -----------                  ----------

          Net cash provided by financing activities                       25,356                      14,606
                                                                     -----------                  ----------

Net increase (decrease) in cash and temporary cash investments               (56)                        840
Cash and temporary cash investments at beginning of period                 4,776                       1,923
                                                                     -----------                  ----------

Cash and temporary cash investments at end of period                 $     4,720                  $    2,763
                                                                     ===========                  ==========
</TABLE>


                             See accompanying notes

                                     - 4 -
<PAGE>   5

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

1.  BASIS OF PRESENTATION

         The accompanying unaudited consolidated financial statements of
    Books-A-Million, Inc., and its Subsidiary (the "Company") for the thirteen
    week period ended May 3, 1997, have been prepared in accordance with
    generally accepted accounting principles for interim financial information
    and are presented in accordance with the requirements of Form 10-Q and
    Article 10 of Regulation S-X. Accordingly, they do not include all of the
    information and footnotes required by generally accepted accounting
    principles for complete financial statements. These financial statements
    should be read in conjunction with the consolidated financial statements
    and notes thereto for the fiscal year ended February 1, 1997, included in
    the Company's 1997 Annual Report on Form 10-K. In the opinion of
    management, the consolidated financial statements included herein contain
    all adjustments (consisting only of normal recurring adjustments)
    considered necessary for a fair presentation of the Company's financial
    position as of May 3, 1997, and the results of its operations and cash
    flows for the thirteen week period then ended.

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

2.  NET INCOME PER SHARE

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

3.  DEBT AND LINES OF CREDIT

         The Company amended its revolving credit facility and working capital
    line of credit effective June 4, 1997. The amended credit facilities 
    increased the maximum allowable borrowings to $100 million, from $70 
    million (see the Liquidity and Capital Resources section of the
    Management's Discussion and Analysis of Financial Condition for more
    details).

4.  PENDING ACCOUNTING PRONOUNCEMENTS

         During 1997, the Financial Accounting Standards Board issued
     Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings
     per Share". This statement supersedes Accounting Principles Board Opinion
     ("APB") No. 15. SFAS No. 128 is effective for fiscal years ending after
     December 15, 1997, and early adoption is prohibited. The Company will
     properly adopt SFAS No. 128 for fiscal year ending January 31, 1998 annual
     reporting. Adoption of this statement will not affect the reported
     earnings per share of the Company.

                                      -5-
<PAGE>   6

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


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

       Certain of the statements set forth herein with respect to store
    openings and closings, the profitability of certain product lines,
    capital expenditures and future liquidity are forward-looking statements
    within the meaning of the Private Securities Litigation Reform Act of 1995. 
    Such statements are based on management's current intentions, assumptions
    and projections and are subject to risks and uncertainties that could cause
    actual results to differ materially from those set forth in the
    forward-looking statements.  Factors that could cause actual results to
    differ materially from those in the forward-looking statements include,
    among other things, unanticipated increases in merchandise, salary and
    distribution costs and the effects of increased competition on specific
    stores and the Company generally.

RESULTS OF OPERATIONS

       Net sales increased 20.6% to $68.2 million in the thirteen weeks ended
    May 3, 1997, from $56.6 million in the thirteen weeks ended May 4, 1996.
    The increase in net sales resulted primarily from net sales from new
    stores. Comparable store sales increased 1.0% for superstores and increased
    0.6% for all stores for the thirteen weeks ended May 3, 1997. During the
    thirteen weeks ended May 3, 1997, two superstores were opened.

       Gross profit increased $2.8 million or 19.4% to $17.5 million in the
    thirteen weeks ended May 3, 1997 from $14.7 million in the thirteen weeks
    ended May 4, 1996. Gross profit as a percentage of net sales for the
    thirteen weeks ended May 3, 1997 was 25.7% versus 26.0% in the same period
    last year. The slight decrease as a percentage of net sales was primarily
    due to a change in merchandise sales mix.

       Operating, selling and administrative expenses increased $2.6 million or
    24.5% to $13.2 million in the thirteen weeks ended May 3, 1997 from $10.6
    million in the thirteen weeks ended May 4, 1996. Operating, selling and
    administrative expenses as a percentage of net sales for the thirteen weeks
    ended May 3, 1997 increased to 19.4% from 18.8% in the same period last
    year. The increase in this percentage for the thirteen week period was due
    primarily to higher store selling expenses as a percentage of net sales.

       Depreciation and amortization increased $.6 million or 30.4% to $2.7
    million in the thirteen weeks ended May 3, 1997 from $2.1 million in the
    thirteen weeks ended May 4, 1996. The increase in depreciation and
    amortization is primarily the result of the increased number of superstores
    operated by the Company.

       Interest expense was $1.0 million in the thirteen weeks ended May 3,
    1997, versus interest expense of $.4 million for the same period last year.
    This increase in interest expense resulted from borrowings incurred due
    primarily to increased inventory and capital expenditures related to new
    stores opened in the first quarter of fiscal 1998 and the last nine months
    of fiscal 1997.

LIQUIDITY AND CAPITAL RESOURCES

       During the first thirteen weeks of fiscal 1998, the Company's cash
    requirements have been funded with net cash from operations and with
    borrowings under the Company's credit facilities. Similar to many
    retailers, the Company's business is seasonal, with its highest retail
    sales, gross profits and net income traditionally occurring during the
    fourth fiscal quarter, reflecting the increased demand for books and gifts
    during the year-end, holiday selling season. Working capital requirements
    are generally highest during the third fiscal quarter and the early part of
    the fourth fiscal quarter due to the seasonality of the Company's business.

       The Company amended its revolving credit facility and working capital
    line of credit effective June 4, 1997.  The amended credit facilities 
    increased the maximum allowable borrowings to $100 million, from $70 
    million.  Borrowings outstanding under these credit facilities were 
    $55,406,000 as of May 3, 1997. The borrowings bear interest at variable 
    rates. During fiscal 1996 and fiscal 1995 the Company financed the 
    acquisition and construction of certain warehouse and distribution 
    facilities through loans obtained from the proceeds of an industrial
    development revenue bond (the "Bond"), which are secured by a mortgage 
    interest in these facilities. As of May 3, 1997, there was $7.5
    million of borrowings outstanding under these loans at variable rates.

       The Company's capital expenditures totaled $2.2 million during the first
    thirteen weeks of fiscal 1998. These expenditures were primarily used to
    open new stores and to perform renovations and improvements to existing
    stores. Management estimates that capital expenditures for the remainder of
    fiscal 1998 will be approximately $15.8 million, and that such amounts will
    be used primarily for new stores, renovations and remodeling of certain
    existing stores and investments in management information systems.
    Management believes that existing cash reserves and net cash from operating
    activities, together with borrowings under the Company's credit facilities,
    will be adequate to finance the Company's planned capital expenditures and
    to meet the Company's working capital requirements for the remainder of
    fiscal 1998.

                                      -6-
<PAGE>   7

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

RELATED PARTY ACTIVITIES

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

       The Company purchases a portion of its inventories for resale from
    related parties; such purchases amounted to $9.1 million and $6.8 million
    in the thirteen weeks ended May 3, 1997 and May 4, 1996, respectively. This
    increase in related party purchases is primarily due to the sales growth
    the Company has experienced. The Company sells a portion of its inventories
    to related parties; such sales amounted to $1.3 million and $2.2 million in
    the thirteen weeks ended May 3, 1997 and May 4, 1996, respectively. This
    decrease in related party sales is primarily due to the timing of sales of
    bargain books to related parties. Management believes these related party
    purchases and sales do not have a significant impact on gross profit.

FINANCIAL POSITION

       During the thirteen weeks ended May 3, 1997, the Company opened two
    superstores. Inventory and debt balances at May 3, 1997 increased as
    compared to February 1, 1997 due to seasonal fluctuations in inventory
    levels and the two new superstores opened during the quarter. The store
    openings also resulted in increased property and equipment balances at May
    3, 1997, as compared to February 1, 1997.

                                      -7-
<PAGE>   8

                          PART II - OTHER INFORMATION

ITEM 1: Legal Proceedings

     None

ITEM 2: Changes in Securities

     None

ITEM 3: Defaults Upon Senior Securities

     None

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

        - Date of Meeting - June 4, 1997
        - Annual Meeting
        - Name of each director re-elected at meeting:

            Clyde B. Anderson
            Ronald G. Bruno

        - Name of each other director whose term of office as director
          continued after the meeting:

            Charles C. Anderson
            R. Lew Burdette
            John E. Southwood

        - Other matters voted on at Annual Meeting:

            i)  Ratify the appointment by the Audit Committee of the
                Board of Directors of Arthur Andersen LLP to serve as the
                Company's independent auditor for fiscal 1998.

        -  Results of votes
<TABLE>
<CAPTION>

                                         Number of Votes             Number of Votes              Number of Votes
                                            Cast For                  Cast Against                  Abstaining
                                            --------                  ------------                  ----------
          <S>                               <C>                           <C>                      <C> 
          Re-election of
          Clyde B. Anderson                 16,049,817                    169,437                       0
          Re-election of
          Ronald G. Bruno                   16,055,151                    164,103                       0

          Item i) above                     16,130,424                     69,853                  18,977
</TABLE>

ITEM 5: Other Information

     None

ITEM 6: Exhibits and Reports on Form 8-K

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

     (B)Reports on Form 8-K
        There were no reports filed on Form 8-K during the thirteen week
        period ended May 3, 1997

                                      -8-
<PAGE>   9

                                   SIGNATURES

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




                             BOOKS-A-MILLION, INC.

Date:   June 16, 1997

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

Date:   June 16, 1997

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