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, 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 [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 June 10, 2003 were 16,243,186 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 .......   16

Item 4.  Controls and Procedures ..........................................   17

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings ................................................   18

Item 2.  Changes in Securities ............................................   18

Item 3.  Defaults Upon Senior Securities ..................................   18

Item 4.  Submission of Matters of Vote of Security-Holders ................   18

Item 5.  Other Information ................................................   18

Item 6.  Exhibits and Reports on Form 8-K .................................   18
</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)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                        AS OF MAY 3, 2003    AS OF FEBRUARY 1, 2003
                                                                       -------------------   ----------------------
<S>                                                                    <C>                   <C>

ASSETS
CURRENT ASSETS:
  Cash and cash equivalents ..................................            $   4,333             $   4,977
   Accounts receivable, net ..................................                8,409                 7,799
   Related party accounts receivable, net ....................                  308                   437
   Inventories ...............................................              239,453               224,019
   Prepayments and other .....................................                5,345                 5,380
   Deferred income taxes .....................................                5,826                 6,130
                                                                          ---------             ---------
       TOTAL CURRENT ASSETS ..................................              263,674               248,742
                                                                          ---------             ---------
PROPERTY AND EQUIPMENT:
   Gross property and equipment ..............................              161,013               159,368
   Less accumulated depreciation and amortization ............              106,230               102,222
                                                                          ---------             ---------
     NET PROPERTY AND EQUIPMENT ..............................               54,783                57,146
                                                                          ---------             ---------
OTHER ASSETS .................................................                1,744                 1,830
                                                                          ---------             ---------
       TOTAL ASSETS ..........................................            $ 320,201             $ 307,718
                                                                          =========             =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
   Accounts payable ..........................................            $  94,879             $  99,585
   Related party accounts payable ............................                6,412                 9,071
   Accrued expenses ..........................................               22,287                24,790
   Accrued income taxes ......................................                  850                 2,530
   Current portion of long-term debt .........................               26,232                   170
                                                                          ---------             ---------
       TOTAL CURRENT LIABILITIES .............................              150,660               136,146
                                                                          ---------             ---------

LONG-TERM DEBT ...............................................               44,940                44,942
DEFERRED INCOME TAXES ........................................                  778                 1,703
OTHER LONG-TERM LIABILITIES ..................................                1,850                 2,059
                                                                          ---------             ---------
       TOTAL NON-CURRENT LIABILITIES .........................               47,568                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,
   18,253,211 and 18,211,706 shares issued at May 3, 2003 and
   February 1, 2003, respectively ............................                  183                   182
   Additional paid-in capital ................................               70,932                70,849
   Less treasury stock, at cost; (2,010,050 shares at May 3,
   2003 and February 1, 2003) ................................               (5,271)               (5,271
   Accumulated other comprehensive loss, net of tax ..........               (1,156)               (1,219)
   Retained earnings .........................................               57,285                58,327
                                                                          ---------             ---------
       TOTAL STOCKHOLDERS' EQUITY ............................              121,973               122,868
                                                                          ---------             ---------
       TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ............            $ 320,201             $ 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
                                                                      --------------------
                                                                  MAY 3, 2003        MAY 4, 2002
                                                                  -----------        -----------
<S>                                                               <C>                <C>
NET SALES ...............................................         $  99,084          $ 101,007
   Cost of products sold (including warehouse
   distribution and store occupancy costs) (1) ..........            74,018             73,475
                                                                  ---------          ---------
GROSS PROFIT ............................................            25,066             27,532
   Operating, selling and administrative expenses .......            21,721             22,791
   Depreciation and amortization ........................             4,084              3,984
                                                                  ---------          ---------
OPERATING INCOME (LOSS) .................................              (739)               757
   Interest expense, net ................................               869                934
                                                                  ---------          ---------
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND
CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE ...            (1,608)              (177)

   Income taxes benefit .................................              (611)               (68)
                                                                  ---------          ---------
LOSS FROM CONTINUING OPERATIONS BEFORE CUMULATIVE EFFECT
OF A CHANGE IN ACCOUNTING PRINCIPLE                                    (997)              (109)

DISCONTINUED OPERATIONS (NOTE 10)
   Loss from discontinued operations (including loss on
   disposal of $16) .....................................               (73)                (3)
   Income tax benefit ...................................               (28)                (1)
                                                                  ---------          ---------
LOSS FROM DISCONTINUED OPERATIONS .......................               (45)                (2)
                                                                  ---------          ---------
LOSS BEFORE CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING
PRINCIPLE ...............................................            (1,042)              (111)

   CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING
   PRINCIPLE, NET OF DEFERRED INCOME TAX BENEFIT OF
   $736 .................................................              --               (1,201)
                                                                  ---------          ---------
NET LOSS ................................................         $  (1,042)         $  (1,312)
                                                                  =========          =========
NET LOSS PER COMMON SHARE:
BASIC:
    LOSS FROM CONTINUING OPERATIONS BEFORE EFFECT OF A
    CHANGE IN  ACCOUNTING PRINCIPLE .....................         $   (0.06)         $   (0.01)
    LOSS FROM DISCONTINUED OPERATIONS ...................              --                 --
                                                                  ---------          ---------
    LOSS BEFORE CUMULATIVE EFFECT OF A CHANGE IN
    ACCOUNTING PRINCIPLE ................................             (0.06)             (0.01)
    CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE              --                (0.07)
                                                                  ---------          ---------
   NET LOSS .............................................         $   (0.06)         $   (0.08)
                                                                  =========          =========
   WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC             16,220             16,162
                                                                  =========          =========

DILUTED:
    LOSS FROM CONTINUING OPERATIONS BEFORE EFFECT OF A
    CHANGE IN ACCOUNTING PRINCIPLE .....................          $   (0.06)         $   (0.01)
    LOSS FROM DISCONTINUED OPERATIONS ..................               --                 --
                                                                  ---------          ---------
    LOSS BEFORE CUMULATIVE EFFECT OF A CHANGE IN
    ACCOUNTING PRINCIPLE ................................             (0.06)             (0.01)
    CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE              --                (0.07)
                                                                  ---------          ---------
   NET LOSS .............................................         $   (0.06)         $   (0.08)
                                                                  =========          =========
   WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING -
   DILUTED...............................................            16,220             16,162
                                                                  =========          =========
</TABLE>


     (1)  Inventory  purchases  from  related  parties were $11,506 and $10,525,
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>

                                                                   THIRTEEN WEEKS ENDED
                                                                   --------------------
                                                                MAY 3, 2003      MAY 4, 2002
                                                                -----------      -----------
<S>                                                             <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net Loss ............................................        $ (1,042)        $ (1,312)
                                                                --------         --------
   Adjustments to reconcile net loss to net cash used in
   operating activities:
     Cumulative effect of change in accounting principle            --              1,201
     Depreciation and amortization .....................           4,087            3,998
     Change in deferred income taxes ...................            (660)            (117)
     Increase in inventories ...........................         (15,435)         (17,604)
     Decrease in accounts payable ......................          (7,365)          (4,926)
     Changes in certain other assets and liabilities ...          (4,727)          (4,565)
                                                                --------         --------
        Total adjustments ..............................         (24,100)         (22,013)
                                                                --------         --------
        Net cash used in operating activities ..........         (25,142)         (23,325)
                                                                --------         --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures ................................          (1,646)          (1,067)
   Proceeds from sale of equipment .....................             -                  1
                                                                --------         --------
        Net cash used in investing activities ..........          (1,646)          (1,066)
                                                                --------         --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Borrowings under credit facilities ..................          69,870           60,879
   Repayments under credit facilities ..................         (43,810)         (36,532)
   Proceeds from sale of common stock, net .............              84              126
                                                                --------         --------
        Net cash provided by financing activities ......          26,144           24,473
                                                                --------         --------

Net increase (decrease) in cash and cash equivalents ...            (644)              82
Cash and cash equivalents at beginning of period .......           4,977            5,212
                                                                --------         --------

Cash and cash equivalents at end of period .............        $  4,333         $  5,294
                                                                ========         ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
    Cash paid during the thirteen week period for:
        Interest .......................................        $  1,030         $    860
        Income taxes, net of refunds ...................        $  1,701         $  1,884
</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 week periods ended May 3, 2003 and May 4, 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) considered
     necessary for a fair presentation of the Company's financial position as of
     May 3, 2003, and the results of its operations and cash flows for the
     thirteen week periods ended May 3, 2003 and May 4, 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 May 3, 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 loss and net
     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
                                                                        ----------------------------
In thousands                                                            May 3, 2003      May 4, 2002
                                                                        -----------      -----------
<S>                                                                     <C>              <C>
Net loss, as reported .........................................         $   (1,042)      $  (1,312)
Deduct:  Total stock-based employee compensation expense
determined under fair value based method for all awards, net of
tax effects....................................................                328             283
                                                                        ----------       ---------
Pro forma net loss.. ..........................................         $   (1,370)      $  (1,595)
Net loss per common share:
Basic--as reported ............................................         $    (0.06)      $   (0.08)
Basic--pro forma ..............................................         $    (0.08)      $   (0.10)
Diluted--as reported ..........................................         $    (0.06)      $   (0.08)
Diluted--pro forma ............................................         $    (0.08)      $   (0.10)
                                                                        ==========       =========
</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:  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 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

                                       6
<PAGE>
     in the issuance of common stock that then shared in the earnings of the
     Company. Diluted EPS has been computed based on the average number of
     shares outstanding including the effect of outstanding stock options, if
     dilutive, in each respective thirteen 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)
                                                               ----------------------------
                                                               May 3, 2003    May 4, 2002
                                                               -----------    -----------
<S>                                                            <C>            <C>
     Weighted average shares outstanding:
          Basic .........................................         16,220         16,162
          Dilutive effect of stock options outstanding...           --             --
                                                                  ------         ------
          Diluted .......................................         16,220         16,162
                                                                  ======         ======
</TABLE>
          Options outstanding of 2,555,000 and 2,418,000 for the thirteen weeks
     ended May 3, 2003 and May 4, 2002 were not included in the table above as
     they were anti-dilutive.


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 effectively fixes the
     interest rate on the Bond at 7.98%, and expires in June 2006. The counter
     parties to the interest rate swaps are two of the Company's primary banks.
     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 hedges are designated as cash flow hedges. Cash flow
     hedges protect against the variability in future cash outflows of current
     or forecasted debt. Interest rate swaps that convert variable payments to
     fixed payments are cash flow hedges. 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 derivative instruments are classified as Other Long-Term
     Liabilities in the accompanying condensed consolidated balance sheets at
     their fair value of $1.9 million and $2.1 million as of May 3, 2003 and
     February 1, 2003, respectively. For the thirteen weeks ended May 3, 2003
     and May 4, 2002, respectively, adjustments of $63,000 (net of tax of
     $39,000) and $120,000 (net of tax of $73,000) were recorded as unrealized
     gains in accumulated other comprehensive loss and are detailed in
     Note 4 below.

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 LOSS                                            Thirteen Weeks Ended
                                                                      (in thousands)
                                                                   --------------------
                                                               May 3, 2003       May 4, 2002
                                                               -----------       -----------
     <S>                                                       <C>               <C>
     Net loss .........................................         ($1,042)         ($1,312)

     Unrealized gains on derivative instruments, net of
     deferred tax provision of $39 and $73,
     respectively .....................................              63              120
                                                               -----------       -----------
     Total comprehensive loss .........................         ($  979)         ($1,192)
                                                               ===========       ===========
</TABLE>


                                       7
<PAGE>

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

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 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, (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, and (d) agreements with the Company's
     directors, officers and employees, under which the Company may agree to
     indemnify such persons for liabilities arising out of their relationship
     with the Company. The Company has Directors and Officers Liability
     Insurance, which, subject to the policy's conditions, provides coverage for
     indemnification amounts payable by the Company with respect to its
     directors and officers up to specified limits and subject to certain
     deductibles.

          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 May 3, 2003.

6.       INVENTORY

         Inventories and the method of determining cost were:


         (In thousands)                  May 3, 2003     February 1, 2003
                                       -------------      -------------
         Inventories (at FIFO)         $     239,617      $     224,019
         LIFO reserve                            164              -
                                       -------------      -------------
         Net inventories               $     239,453      $     224,019
                                       =============      =============

          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 $0.2 million for the
     thirteen weeks ended May 3, 2003. This resulted in an after-tax increase to
     net loss of $0.1 million or an increase in net loss per diluted share of
     $0.01, for the thirteen weeks ended May 3, 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 of retroactively applying the
     change cannot be reasonably estimated and have not been disclosed.

7.       CHANGE IN ACCOUNTING PRINCIPLE

          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
     $0.07 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
<PAGE>


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
                                                        --------------------
                                                   May 3, 2003       May 4, 2002
                                                   -----------       -----------
     <S>                                           <C>               <C>
     NET SALES

             Retail Trade .................        $  97,778         $  99,423


             Electronic Commerce Trade ....            5,207             5,870


             Intersegment Sales Elimination           (3,901)           (4,286)
                                                   ---------         ---------

                Net Sales .................        $  99,084         $ 101,007
                                                   =========         =========


     OPERATING INCOME (LOSS)

             Retail Trade .................        $    (551)        $     972


             Electronic Commerce Trade ....             (236)             (243)

             Intersegment Elimination of
             Certain Costs ................               48                28
                                                   ---------         ---------

             Total Operating Income (Loss)         $    (739)        $     757
                                                   =========         =========
</TABLE>

<TABLE>
<CAPTION>
                                                   As of May 3,    As of February 1,
                                                           2003                 2003
     <S>                                           <C>             <C>
     ASSETS

             Retail Trade .................        $ 319,042         $ 306,542

             Electronic Commerce Trade ....            1,691             1,752

             Intersegment Asset Elimination             (532)             (576)
                                                   ---------         ---------

                 Total Assets .............        $ 320,201         $ 307,718
                                                   =========         =========
</TABLE>



                                       10
<PAGE>


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

9.       RECENT ACCOUNTING PRONOUNCEMENTS

          In June 2002, FASB issued SFAS No. 146, "Accounting for Costs
     Associated with Exit or Disposal Activities." SFAS No. 146 addresses
     financial accounting and reporting for costs associated with exit or
     disposal activities and nullifies Emerging Issues Task Force Issue No.
     94-3, "Liability Recognition of Certain Employee Termination Benefits and
     Other Costs to Exit an Activity." SFAS No. 146 requires that a liability
     for a cost associated with an exit or disposal activity be recognized and
     measured initially at fair value only when the liability is incurred. The
     provisions of SFAS No. 146 are effective for exit or disposal activities
     initiated after December 31, 2002. The Company adopted SFAS No. 146 on
     January 1, 2003, and the adoption of this standard did not have a material
     impact on financial condition, results of operations or cash flows.

          In December 2002, the FASB issued Statement of Financial Accounting
     Standards No. 148 ("SFAS 148"), "Accounting for Stock-Based Compensation -
     Transition and Disclosure - an Amendment of FASB No. 123." SFAS 148 amends
     SFAS 123, "Accounting for Stock -Based Compensation", to provide
     alternative methods of transition for a voluntary change to the fair value
     based method of accounting for stock-based employee compensation. In
     addition, SFAS 148 amends the disclosure requirements of SFAS 123 to
     require prominent disclosures in both annual and interim financial
     statements about the method of accounting for stock-based employee
     compensation and the effect of the method used on reported results. The
     disclosure provisions of this statement are effective for financial
     statements for fiscal years ending after December 15, 2002. The disclosures
     required by this statement are included herein. The Company is currently
     assessing the alternative methods of transition for a voluntary change to
     the fair value based method of accounting for stock-based employee
     compensation included in this statement.

          FASB Interpretation ("FIN") No. 45, "Guarantor's Accounting and
     Disclosure Requirements for Guarantees, Including Indirect Guarantees of
     Indebtedness of Others", was issued in November 2002. This interpretation
     requires guarantors to account at fair value for and disclose certain types
     of guarantees. The interpretation's disclosure requirements became
     effective for the Company February 1, 2003 and are reflected in Note 5; the
     interpretation's accounting requirements are effective for guarantees
     issued or modified after December 31, 2002.

          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 believes this interpretation
     will have no effect on its financial position, results of operations or
     cash flows.

10.      DISCONTINUED OPERATIONS

          Discontinued operations represent the closure of the Company's only
     store in a North Carolina market. This store had sales of $349,000 and
     $304,000 and pretax operating losses of $57,000 and $3,000 for the
     thirteen-week periods ended May 3, 2003 and May 4, 2002, respectively.
     Included in the loss on discontinued operations are closing costs of
     $16,000 for the thirteen weeks ended May 3, 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 207 retail
bookstores, including 164 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
                                                                                  --------------------
                                                                                May 3, 2003   May 4, 2002
                                                                                -----------   -----------
<S>                                                                             <C>           <C>
Net sales ...............................................................         100.0%        100.0%
Gross profit ............................................................          25.3%         27.3%
Operating, selling and administrative expenses ..........................          21.9%         22.6%
Depreciation and amortization ...........................................           4.1%          3.9%
                                                                                  -----         -----
Operating income (loss) .................................................         (0.7)%          0.7%
Interest expense, net ...................................................           0.9%          0.9%
                                                                                  -----         -----
Loss from continuing operations before income taxes and cumulative effect
     of a change in accounting principle ................................         (1.6)%        (0.2)%
Income taxes benefit ....................................................         (0.6)%        (0.1)%
                                                                                  -----         -----
Loss from continuing operations before cumulative effect of a change in
     accounting principle ...............................................         (1.0)%        (0.1)%
Loss from discontinued operations .......................................         (0.1)%          --
                                                                                  -----         -----
Loss before cumulative effect of a change in accounting principle .......         (1.1)%        (0.1)%
Cumulative effect of change in accounting principle .....................          --           (1.2)%
                                                                                  -----         -----
Net loss ................................................................         (1.1)%        (1.3)%
                                                                                  =====         =====
</TABLE>

                                       12
<PAGE>

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

     Net sales decreased 1.9% to $99.1 million in the thirteen weeks ended May
3, 2003, from $101.0 million in the thirteen weeks ended May 4, 2002. Comparable
store sales in the first quarter decreased 2.9% when compared with the same
13-week period for the prior year.

     Gross profit decreased 9.0% to $25.1 million in the thirteen weeks ended
May 3, 2003 when compared with the same thirteen week period for the prior year.
Gross profit as a percentage of net sales for the thirteen weeks ended May 3,
2003 was 25.3% versus 27.3% in the same period last year. The decrease in gross
profit stated as a percent to sales was primarily due to higher occupancy costs
as a percentage of sales and increased promotional sales activity. 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 last-out (LIFO) method. The
impact of this accounting change was to decrease gross profit in the
consolidated statements of operations by $0.2 million for the thirteen weeks
ended May 3, 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 decreased 4.7% to $21.7
million from $22.8 million in the thirteen week period ended May 3, 2003
compared to the same period last year. Operating, selling and administrative
expenses as a percentage of net sales for the thirteen weeks ended May 3, 2003
decreased to 21.9% 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.

     Depreciation and amortization increased 2.5% to $4.1 million in the
thirteen weeks ended May 3, 2003, from $4.0 million in the thirteen weeks ended
May 4, 2002. The increase in depreciation and amortization was due to the
increased number of superstores operated by the Company combined with capital
improvements made to existing stores during fiscal 2003.

     Interest expense was $869,000 in the thirteen weeks ended May 3, 2003
versus $934,000 in the same period last year. The decrease was due to lower
average interest rates versus last year.

     Discontinued operations represent the closure of the Company's only store
in a North Carolina market. This store had sales of $349,000 and $304,000 and
pretax operating losses of $57,000 and $3,000 for the thirteen-week periods
ended May 3, 2003 and May 4, 2002, respectively.  Included in the loss on
discontinued operations are closing costs of $16,000 for the thirteen weeks
ended May 3, 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 $0.07 per diluted share for
the thirteen weeks ended May 4, 2002.

                                       13
<PAGE>
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


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 ratio. As of May 3, 2003 and February 1,
2003, $63.6 million and $37.4 million, respectively, were outstanding under this
credit facility. The maximum and average outstanding balances during the
thirteen weeks ended May 3, 2003 were $73.9 million and $64.4 million,
respectively, compared to $64.3 million and $58.7 million, respectively for the
same period in the prior year. The outstanding borrowings as of May 3, 2003 had
interest rates ranging from 2.06% to 4.25%. Additionally, as of May 3, 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

     During the thirteen weeks ended May 3, 2003, the Company opened two
superstores, closed one superstore and closed one newsstand. The store openings,
combined with seasonal fluctuation in inventory, resulted in increased inventory
balances at May 3, 2003, as compared to February 1, 2003.

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 May 3, 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>
Notes payable ......      $     72      $     72      $   --        $   --          $ --        $   --        $   --

Short-term debt -
revolving
credit facility ....        26,160        26,160          --            --            --            --            --

Long-term debt -
revolving credit
facility ...........        37,440          --            --          37,440          --            --            --

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

                          --------      --------      --------      --------      --------      --------      --------
Subtotal of debt ...        71,172        26,232          --          44,940          --            --            --

                          --------      --------      --------      --------      --------      --------      --------
Operating leases ...       128,041        20,728        25,546        22,819        17,767        14,270        26,911

Total of obligations      $199,213      $ 46,960      $ 25,546      $ 67,759      $ 17,767      $ 14,270      $ 26,911
                          ========      ========      ========      ========      ========      ========      ========
</TABLE>


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, (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, and (d) agreements with the
Company's directors, officers and employees, under which the Company may agree
to indemnify such persons for liabilities arising out of their relationship with
the Company. The Company has Directors and Officers Liability Insurance, which,
subject to the policy's conditions, provides coverage for indemnification
amounts payable by the Company with respect to its directors and officers up to
specified limits and subject to certain deductibles.



                                       14
<PAGE>

     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 May 3, 2003.

Cash Flows

     Operating activities used cash of $25.1 million and $23.3 million in the
first thirteen weeks of fiscal 2004 and 2003, respectively, and included the
following effects:
o     Cash used for inventories in the first thirteen weeks of fiscal 2004
      and 2003 was $15.4 million and $17.6 million, respectively, due to
      seasonal fluctuations in inventory.
o     Cash used by accounts payable in the first thirteen weeks of fiscal 2004
      and 2003 was $7.4 million and
      $4.9 million, respectively.
o     Depreciation and amortization expenses were $4.1 million and $4.0
      million in the first thirteen weeks of fiscal 2004 and 2003, respectively.

     Cash flows used in investing activities reflected a $1.6 million and $1.1
million net use of cash for the first thirteen weeks of fiscal 2004 and 2003,
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.

     Financing activities provided cash of $26.1 million and $24.5 million in
the first thirteen weeks of fiscal 2004 and 2003, respectively, principally from
net borrowings under the revolving credit facility.

OUTLOOK

     For fiscal 2004, the Company currently expects to open approximately six to
eight new stores, relocate or remodel approximately 20 to 25 stores and close
approximately two to four stores. The Company's capital expenditures totaled
$1.6 million in the first thirteen weeks of fiscal 2004. 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
$10.8 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.

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 purchases were $11.5 million in the thirteen weeks ended May 3,
2003, versus $10.5 million in the thirteen weeks ended May 4, 2002. The Company
sells a portion of its inventories to related parties; such sales amounted to
$0.2 million and $0.1 million in the thirteen weeks ended May 3, 2003 and May 4,
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
$153,400 And $150,500 In the thirteen weeks ended May 3, 2003 and May 4, 2002,
respectively. Total minimum future rental payments under these leases are
$394,000 at May 3, 2003.

                                       15
<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 $97,000 for the thirteen
weeks ended May 3, 2003. Likewise, a 66% decrease in LIBOR rates would decrease
interest expense by $97,000 for the thirteen weeks ended May 3, 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.


                                       16
<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.

     Within 90 days prior to the date of this report, 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. 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. There have been no
significant changes in the Company's internal controls or in other factors that
could significantly affect the internal controls subsequent to the date the
Company completed its evaluation.


                                       17
<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

            a.  The Company held its Annual Meeting of stockholders on June 5,
                2003.
            b.  Not applicable.
            c.  At the Company's Annual Meeting, the stockholders voted on the
                election of directors and on one stockholder proposal regarding
                the use of Company profits.  Set forth below are the results of
                each matter voted on by the stockholders.
<TABLE>
<CAPTION>
                                       Number of Votes       Number of Votes     Number of Votes
                  Election of             Cast For            Cast Against         Abstaining
                  -----------             --------            ------------         ----------
                <S>                    <C>                   <C>                  <C>
                Clyde B. Anderson         14,961,838             441,495                   0
                Ronald G. Bruno           15,233,003             170,330                   0
                Stockholder Proposal         271,584           9,916,007              18,940
</TABLE>


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 23.01. Preferability Letter to Books-A-Million, Inc.
                    from Deloitte & Touche LLP

(B)      Reports on Form 8-K

                    None


                                       18
<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: June 16, 2003                              by:/s/ Clyde B. Anderson
                                                   ----------------------
                                                 Clyde B. Anderson
                                                 Chief Executive Officer


Date: June 16, 2003                          by:/s/ Richard S. Wallington
                                               --------------------------
                                             Richard S. Wallington
                                             Chief Financial Officer



                                       19
<PAGE>




                                 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 quarterly 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 period covered by this quarterly
report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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-14 and 15d-14) for the registrant and we have:

          a) designed such disclosure controls and procedures 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 quarterly
          report is being prepared;

          b) evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

          c) presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

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

          a) all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

          b) any fraud, whether or not material, that involves management or
          other employees who have a significant role in the registrant's
          internal controls; and

     6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: June 16, 2003                                       _/s/ Clyde B. Anderson
                                                          ----------------------
                                                               Clyde B. Anderson
                                                         Chief Executive Officer



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 quarterly 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 period covered by this quarterly
report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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.



                                       20
<PAGE>

     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-14 and 15d-14) for the registrant and we have:

          a) designed such disclosure controls and procedures 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 quarterly
          report is being prepared;

          b) evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

          c) presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

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

          a) all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

          b) any fraud, whether or not material, that involves management or
          other employees who have a significant role in the registrant's
          internal controls; and

     6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: June 16, 2003                                   _/s/ Richard S. Wallington
                                                      --------------------------
                                                           Richard S. Wallington
                                                         Chief Financial Officer






                                       21
<PAGE>



                                                                   EXHIBIT 23.01


June 13, 2003

Books-A-Million, Inc.
402 Industrial Lane
Birmingham, Alabama  35211

Dear Sirs/Madams:

At your request, we have read the description included in your Quarterly Report
on Form 10-Q to the Securities and Exchange Commission for the quarter ended May
3, 2003, of the facts relating to the change in accounting for inventories to
the Last-in, First-out ("LIFO") method. We believe, on the basis of the facts so
set forth and other information furnished to us by appropriate officials of the
Company, that the accounting change described in your Form 10-Q is to an
alternative accounting principle that is preferable under the circumstances.

We have not audited any consolidated financial statements of Books-A-Million,
Inc. (the "Company") and its subsidiaries as of any date or for any period
subsequent to February 1, 2003. Therefore, we are unable to express, and we do
not express, an opinion on the facts set forth in the above-mentioned Form 10-Q,
on the related information furnished to us by officials of the Company, or on
the financial position, results of operations, or cash flows of Books-A-Million,
Inc. and its subsidiaries as of any date or for any period subsequent to
February 1, 2003.


Yours truly,


DELOITTE & TOUCHE LLP

Birmingham, Alabama



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