<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: August 2, 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 period)

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

                              Yes   X    No
                                 ------    ------
Indicate the number of shares outstanding of each of the issuer's common stock,
as of the latest practicable date: Shares of common stock, par value $.01 per
share, outstanding as of August 2, 1997 were 17,427,593 shares.


<PAGE>   2




                         PART 1. FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS
                       BOOKS-A-MILLION, INC. & SUBSIDIARY
                          CONSOLIDATED BALANCE SHEETS
                             (DOLLARS IN THOUSANDS)
                                  (UNAUDITED)
<TABLE>
<CAPTION>
  ASSETS                                                                  August 2, 1997     February 1, 1997
                                                                          --------------     ----------------
  <S>                                                                    <C>                 <C>
  CURRENT ASSETS:                                                        $                   $
     Cash and temporary cash investments                                           4,292                4,776
     Accounts receivable                                                           8,227               13,198
     Related party receivables                                                     8,909                5,854
     Inventories                                                                 156,460              141,430
     Prepayments and other                                                         1,294                  584
     Deferred income taxes                                                         3,259                2,913
                                                                         ---------------     ----------------
       TOTAL CURRENT ASSETS                                                      182,441              168,755
                                                                         ---------------     ----------------
  PROPERTY AND EQUIPMENT:                                                                                    
     Land                                                                            628                  628
     Buildings                                                                     5,368                5,367
     Equipment                                                                    24,021               22,690
     Furniture and fixtures                                                       28,740               28,535
     Leasehold improvements                                                       33,383               32,796
     Construction-in-process                                                       2,195                  804
                                                                         ---------------     ----------------
                                                                                  94,335               90,820
     Less-accumulated depreciation and amortization                               33,072               27,673
                                                                         ---------------     ----------------
       NET PROPERTY AND EQUIPMENT                                                 61,263               63,147
                                                                         ---------------     ----------------
  OTHER ASSETS:                                                                                              
     Goodwill, net                                                                 1,559                1,581
     Other                                                                            56                   56
                                                                         ---------------     ----------------
       TOTAL OTHER ASSETS                                                          1,615                1,637
                                                                         ---------------     ----------------
       TOTAL ASSETS                                                      $       245,319     $        233,539
                                                                         ===============     ================
  LIABILITIES AND STOCKHOLDERS' INVESTMENT                                                                   
  CURRENT LIABILITIES:                                                                                       
     Accounts payable:                                                                                       
       Trade                                                             $        68,774     $         79,127
       Related party                                                               4,997                2,270
     Accrued expenses                                                             11,412               14,768
     Accrued income taxes                                                              -                1,961
     Notes payable                                                                20,000                    -
                                                                         ---------------     ----------------
       TOTAL CURRENT LIABILITIES                                                 105,183               98,126  
                                                                         ---------------     ----------------
  LONG TERM DEBT                                                                  41,136               37,645
                                                                         ---------------     ----------------
  DEFERRED INCOME TAXES                                                            1,588                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                                              
     August 2, 1997 and February 1, 1997, respectively                               174                  174
     Additional paid-in capital                                                   62,925               62,829
     Retained earnings                                                            34,313               33,417
                                                                         ---------------     ----------------
       TOTAL STOCKHOLDERS' INVESTMENT                                             97,412               96,420
                                                                         ===============     ================
       TOTAL LIABILITIES AND STOCKHOLDERS' INVESTMENT                    $       245,319     $        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                    Twenty-Six Weeks Ended
                                                    ------------------------------------   -----------------------------------
                                                    August 2, 1997      August 3, 1996     August 2, 1997      August 3, 1996
                                                    ---------------     ---------------    ---------------    ----------------
  <S>                                               <C>                 <C>                <C>                 <C>             
  NET SALES                                         $        71,867     $        60,455    $       140,104    $        117,044  
     Cost of products sold (including warehouse                                                                                  
     distribution and store occupancy costs)*                53,181              44,840            103,877              86,740  
                                                    ---------------     ---------------    ---------------    ----------------  
  GROSS PROFIT                                               18,686              15,615             36,227              30,304  
     Operating, selling and administrative                   13,939              11,854             27,182              22,491  
       expenses                                                                                                                  
     Depreciation and amortization                            2,723               2,279              5,415               4,343  
                                                    ---------------     ---------------    ---------------    ----------------  
  OPERATING INCOME                                            2,024               1,482              3,630               3,470  
     Interest expense, net                                    1,173                 663              2,184               1,069  
                                                    ---------------     ---------------    ---------------    ----------------  
  INCOME BEFORE INCOME TAXES                                    851                 819              1,446               2,401  
     Provision for income taxes                                 324                 311                550                 912  
                                                    ---------------     ---------------    ---------------    ----------------  
  NET INCOME                                        $           527     $           508    $           896    $          1,489  
                                                    ===============     ===============    ===============    ================  
  WEIGHTED AVERAGE NUMBER OF                                                                                                     
  SHARES OUTSTANDING                                         17,428              17,408             17,423              17,402  
                                                    ===============     ===============    ===============    ================  
  NET INCOME PER SHARE                              $          0.03     $          0.03    $          0.05    $           0.09  
                                                    ===============     ===============    ===============    ================  
</TABLE>                                                                  






*Inventory purchases from related parties were $6,703, $5,749, $15,799
and $12,575 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>
                                                                             TWENTY-SIX WEEKS ENDED
                                                                     ---------------------------------------
                                                                       AUGUST 2, 1997        AUGUST 3, 1996
                                                                     ------------------    -----------------
<S>                                                                  <C>                   <C>
  CASH FLOWS FROM OPERATING ACTIVITIES:
     Net Income                                                      $              896    $           1,489
                                                                     ------------------    -----------------
     Adjustments to reconcile net income to net cash
     used in operating activities:
       Depreciation and amortization                                              5,415                4,343
       Loss on disposal of property and equipment                                     7                   17
       Change in deferred income taxes                                             (106)                  94
       (Increase) decrease in current assets:
        Accounts receivable                                                       4,971                3,088
        Related party receivables                                                (3,055)              (3,540)
        Inventories                                                             (15,030)             (28,621)
        Prepayments and other                                                      (709)                (642)
     Increase (decrease) in current liabilities:
        Accounts payable                                                         (7,626)               11,360
        Accrued income taxes                                                     (1,961)                 (561)
        Accrued expenses                                                         (3,288)               (2,343)
                                                                     ------------------    ------------------
        Total adjustments                                                       (21,382)              (16,805)
                                                                     ------------------    ------------------
        Net cash used in operating activities                                   (20,486)              (15,316)
                                                                     ------------------    ------------------
  CASH FLOWS FROM INVESTING ACTIVITIES:
     Capital expenditures                                                        (3,605)              (10,071)
     Proceeds from sale of equipment                                                 20                   122
                                                                     ------------------    ------------------
        Net cash used in investing activities                                    (3,585)               (9,949)
                                                                     ------------------    ------------------
  CASH FLOWS FROM FINANCING ACTIVITIES:
     Borrowings under credit facilities                                          81,166                80,424
     Repayments under credit facilities                                         (57,675)              (53,377)
     Proceeds from sale of common stock, net                                         96                   154
                                                                     ------------------    ------------------
        Net cash provided by financing activities                                23,587                27,201
                                                                     ------------------    ------------------
  Net increase (decrease) in cash and temporary cash                               (484)                1,936
  Cash and temporary cash investments at beginning of period                      4,776                 1,923
                                                                     ------------------    ------------------
  Cash and temporary cash investments at end of period               $            4,292    $            3,859
                                                                     ==================    ==================
</TABLE>





                             See accompanying notes

                                       4
<PAGE>   5


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

                                  (Unaudited)

1.  BASIS OF PRESENTATION

         The accompanying unaudited consolidated financial statements of
Books-A-Million, Inc., and its Subsidiary ("The Company") for the thirteen and
twenty-six week periods ended August 2, 1997 and August 3, 1996, 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
August 2, 1997, and the results of its operations and cash flows for the
thirteen and twenty-six week periods then ended.

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

2.  NET INCOME PER SHARE

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

3.  DEBT 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 Boards issued
Statements 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 adopt SFAS No. 128 for
fiscal year ending January 31, 1998 annual reporting. Under SFAS 128, the
Company's basic earnings per share for the thirteen and twenty-six week periods
ended August 2, 1997 and August 3, 1996 would have been unchanged.

                                       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 18.9% to $71.9 million in the thirteen weeks ended
August 2, 1997, from $60.5 million in the thirteen weeks ended August 3, 1996.
Net sales increased 19.7% to $140.1 million in the twenty-six weeks ended
August 2, 1997, from $117.0 million in the twenty-six weeks ended August 3,
1996. For the thirteen and twenty-six weeks ended August 2, 1997, the increase
in net sales resulted primarily from net sales from new stores. Comparable
store sales increased 1.8% for superstores and 1.5% for all stores for the
twenty-six weeks ended August 2, 1997 and they increased 2.5% for superstores
and 2.3% for all stores for the thirteen weeks ended August 2, 1997. During the
thirteen weeks ended August 2, 1997, one superstore was opened.

         Gross profit increased $3.1 million or 19.7% to $18.7 million in the
thirteen weeks ended August 2, 1997 from $15.6 million in the thirteen weeks
ended August 3, 1996 and in the twenty-six weeks ended August 2, 1997, gross
profit increased 19.6% to $36.2 million from $30.3 million in the same period
last year. Gross profit as a percentage of net sales for the thirteen weeks
ended August 2, 1997 was 26.0% versus 25.8% in the same period last year. For
the twenty-six week period gross profit as a percentage of net sales stayed
consistent with the same period last year at 25.9%. The slight increase as a
percentage of net sales for the thirteen week period was due to lower
discounting and warehouse distribution costs as a percentage of net sales.

         Operating, selling and administrative expenses increased $2.0 million
or 17.6% to $13.9 million in the thirteen weeks ended August 2, 1997 from $11.9
million in the thirteen weeks ended August 3, 1996 and in the twenty-six weeks
ended August 2, 1997, operating, selling and administrative expenses increased
20.9% to $27.2 million from $22.5 million in the same period last year.
Operating, selling and administrative expenses as a percentage of net sales for
the thirteen weeks ended August 2, 1997 decreased to 19.4% from 19.6% in the
same period last year. For the twenty-six week period operating, selling and
administrative expenses as a percentage of net sales increased slightly to
19.4% from 19.2% in the same period last year. The decrease in this percentage
for the thirteen week period was due primarily to lower advertising expense as
a percentage of net sales. The increase for the twenty-six week period was due
primarily to higher store selling expenses as a percentage of net sales.

         Depreciation and amortization increased $.4 million or 19.5% to $2.7
million in the thirteen weeks ended August 2, 1997 from $2.3 million in the
thirteen weeks ended August 3, 1996, and in the twenty-six week period
depreciation and amortization increased $1.1 million, or 24.7% to $5.4 million
from $4.3 million in the same period last year. The increase in depreciation
and amortization is primarily the result of the increased number of superstores
operated by the Company.

         Interest expense was $1.2 million in the thirteen weeks ended August
2, 1997, versus $.7 million for the same period last year and in the twenty-six
week period interest expense increased to $2.2 million from $1.1 million in the
same period last year. This increase in interest expense resulted from
borrowings incurred due primarily to increased inventory and capital
expenditures related to new stores opened in the first and second quarter of
fiscal 1998 and the last six months of fiscal 1997.

                                       6
<PAGE>   7


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

LIQUIDITY AND CAPITAL RESOURCES

         During the first twenty-six 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 up to $100 million from $70 million. Borrowings
outstanding under these credit facilities were $53.6 million as of August 2,
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, which are secured by a mortgage
interest in these facilities. As of August 2, 1997, there was $7.5 million of
borrowings outstanding under these loans at variable rates.

         The Company's capital expenditures totaled $3.6 million during the
first twenty-six 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 $14.4 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.

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 $15.8 million and $12.6 million in
the twenty-six weeks ended August 2, 1997 and August 3, 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 $4.3 million and $3.9 million in the
twenty-six weeks ended August 2, 1997 and August 3, 1996, respectively. This
increase in related party sales is primarily due to increased 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 twenty-six weeks ended August 2, 1997, the Company opened
three superstores. Inventory and debt balances at August 2, 1997 increased as
compared to February 1, 1997 due to seasonal fluctuations in inventory levels
and the three new superstores opened during the first half of fiscal 1998. The
store openings also resulted in increased property and equipment balances at
August 2, 1997, as compared to February 1, 1997.

                                       7
<PAGE>   8



                             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 of Vote of Security-Holders

           None

ITEM 5:  Other Information

           None

ITEM 6:  Exhibits and Reports on Form 8-K

            (A)  Exhibits
                 Exhibit 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 August 2, 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:  September 16, 1997

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

Date:  September 16, 1997

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