<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-K/A
                                (Amendment No. 1)

                        FOR ANNUAL AND TRANSITION REPORTS
                     PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

(MARK ONE)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the fiscal year ended January 28, 2006

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from _______________ to ___________________

                           Commission File No. 0-20664

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

<TABLE>
<S>                                                         <C>
             DELAWARE                                            63-0798460
     (State or other jurisdiction of                           (IRS Employer
     incorporation or organization)                         Identification No.)
</TABLE>

<TABLE>
<S>                                                              <C>
           402 INDUSTRIAL LANE
           BIRMINGHAM, ALABAMA                                      35211
(Address of principal executive offices)                         (Zip Code)
</TABLE>

Registrant's telephone number, including area code: (205) 942-3737

Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12(g) of the Act: ___________________

                     COMMON STOCK, PAR VALUE $.01 PER SHARE
                                (Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.

Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.

Yes [ ] No [X]

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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [ ].

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filer.

Large Accelerated Filer [ ]   Accelerated Filer [X]   Non-Accelerated Filer [ ]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

Yes [ ] No [X]

     The aggregate market value of the voting stock held by non-affiliates of
the Registrant (assuming for these purposes, but without conceding, that all
executive officers and directors are "affiliates" of the Registrant) as of July
29, 2005 (based on the closing sale price as reported on the NASDAQ National
Market on such date), was $88,405,399.

     The number of shares outstanding of the Registrant's Common Stock as of
April 10, 2006 was 16,569,577.

                       DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the Annual Report to Stockholders for the fiscal year ended
January 28, 2006 are incorporated by reference into Part II of this report.

     Portions of the Proxy Statement for the Annual Meeting of Stockholders to
be held on June 8, 2006 are incorporated by reference into Part III of this
report.

<PAGE>

                                EXPLANATORY NOTE

This amendment to our Form 10-K for the fiscal year ended January 28, 2006,
filed with the Securities and Exchange Commission on April 13, 2006 (the
"Original Report"), amends that filing to replace the Section 302 certifications
of our Executive Chairman of the Board, Clyde B. Anderson, our Chief Financial
Officer, Richard S. Wallington, and our President and Chief Executive Officer,
Sandra B. Cochran, with revised Section 302 certifications. These revised
Section 302 certifications include language in the fourth paragraph thereto,
which was inadvertently omitted from the report as originally filed. No other
changes have been made in this amendment to the information contained in the
Original Report.


                                        2

<PAGE>

                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)  1.   Financial Statements. None.

     2.   Financial Statement Schedules. None.

     3.   Exhibits

<TABLE>
<CAPTION>
Exhibit
 Number
-------
<S>       <C>
31.1      --   Certification of Clyde B. Anderson, Executive Chairman of the
               Board of Books-A-Million, Inc., pursuant to Rule 13a-14(a) under
               the Securities Exchange Act of 1934, filed under Exhibit 31 of
               Item 601 of Regulation S-K.

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

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

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

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

32.3      --   Certification of Sandra B. Cochran, President and Chief Executive
               Officer of Books-A-Million, Inc., pursuant to 18 U.S.C. Section
               1350, filed under Exhibit 32 of Item 601 of Regulation S-K.
</TABLE>

(b)  Reports on Form 8-K

     None.

(c)  See Item 15(a) (3), the Exhibit Index and the Exhibits attached hereto.

(d)  See Item 15(a) (2).


                                        3

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                        BOOKS-A-MILLION, INC.


                                        by: /s/ Clyde B. Anderson
                                            ------------------------------------
                                            Clyde B. Anderson
                                            Executive Chairman of the Board
                                            Date: May 10, 2006

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
amendment has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:

PRINCIPAL EXECUTIVE OFFICER:


/s/ Clyde B. Anderson
-------------------------------------
Clyde B. Anderson
Executive Chairman of the Board
Date: May 10, 2006


PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:


/s/ Richard S. Wallington
-------------------------------------
Richard S. Wallington
Chief Financial Officer
Date: May 10, 2006


DIRECTORS:


/s/ Clyde B. Anderson
-------------------------------------
Clyde B. Anderson
Date: May 10, 2006


/s/ Ronald G. Bruno
-------------------------------------
Ronald G. Bruno
Date: May 10, 2006


                                       4

<PAGE>

DIRECTORS:


/s/ J. Barry Mason
-------------------------------------
J. Barry Mason
Date: May 10, 2006


/s/ Terry C. Anderson
-------------------------------------
Terry C. Anderson
Date: May 10, 2006


/s/ Albert C. Johnson
-------------------------------------
Albert C. Johnson
Date: May 10, 2006


/s/ William H. Rogers, Jr.
-------------------------------------
William H. Rogers, Jr.
Date: May 10, 2006


                                        5