<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-K

                        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 31, 1998

                                       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)


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

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


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 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
                                             ---    ---

                                    CONTINUED

<PAGE>   2



      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 [ ].

      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 April
14, 1998 (based on the closing sale price as reported on the Nasdaq National
Market on such date), was $54,188,953.

      The number of shares outstanding of the Registrant's Common Stock as of
April 14, 1998 was 17,443,875.

                       DOCUMENTS INCORPORATED BY REFERENCE

      Portions of the Annual Report to Stockholders for the fiscal year ended
January 31, 1998 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 4, 1998 are incorporated by reference into Part III of this
report.
































<PAGE>   3



                                     PART I

      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.

ITEM 1. BUSINESS

GENERAL

         Books-A-Million, Inc. (the "Company" or the "Registrant"), is a leading
book retailer and is one of the dominant book retailers in the southeastern
United States. The Company, which was founded in 1917, has developed three
distinct store formats to address the various market areas it serves.
Superstores, the first of which was opened in 1988, average approximately 20,000
square feet and operate under the name "Books-A-Million." Combination book and
greeting card stores, which are operated under the name "Bookland," have
approximately 4,500 square feet and are generally located in smaller markets
that do not readily sustain stand-alone book and greeting card stores.
"Traditional" bookstores, also operated under the name "Bookland," have
approximately 3,500 square feet and are located primarily in malls. All store
formats offer an extensive selection of best sellers and other hardcover and
paperback books, magazines, newspapers, cards and gifts. The Company is also a
wholesaler of books to, among others, bookstores, wholesale clubs, supermarkets,
department stores and mass merchandisers.

         The Company was originally incorporated under the laws of the State of
Alabama in 1964 and was reincorporated in Delaware in September 1992. The
principal executive offices of the Company are located at 402 Industrial Lane,
Birmingham, Alabama 35211, and its telephone number is (205) 942-3737. Unless
the context otherwise requires, references to the Company include its wholly
owned subsidiary, American Wholesale Book Company, Inc. ("American Wholesale").


BOOKS-A-MILLION SUPERSTORES

         The Company opened its first Books-A-Million superstore in April 1988.
The Company developed its superstores to capitalize on the growing consumer
demand for the convenience, selection and value associated with the superstore
retailing format. Each superstore is designed to be a receptive and open
environment conducive to browsing and reading and includes ample space for
promotional events open to the public, including book autograph sessions and
children's storytelling. The Company operates 107 Books-A-Million superstores as
of January 31, 1998.

         Books-A-Million superstores emphasize selection, value and customer
service. Books-A-Million superstores offer an extensive selection of best
sellers and other hardcover and paperback books, magazines, local and
out-of-town newspapers, greeting cards and gifts. Books-A-Million superstores
also dedicate space to bargain books that are sold at a discount from
publishers' originally suggested retail prices. Each Books-A-Million superstore
has a centrally located service center staffed with associates who are
knowledgeable about the store's merchandise and who are trained to answer
customers' questions, assist customers in locating books within the store and
place special orders. The majority of the superstores also include an espresso
and coffee bar called Joe Muggs. The Company's superstores are conveniently
located on major, high-traffic roads and in enclosed malls or strip shopping
centers with adequate parking. Books-A-Million superstores are generally open
seven days a week from 9:00 a.m. to 11:00 p.m.






                                        1
<PAGE>   4

BOOKLAND STORES

         The Company's Bookland stores utilize two formats, the combination and
traditional store formats, which are tailored to the size, demographics and
competitive conditions of the particular market area. Combination stores average
approximately 4,500 square feet and carry a broad selection of best sellers and
other hardcover and paperback books, bargain books, magazines, gifts and
greeting cards. Because of the increased customer traffic it generates, the
combination store format has been particularly successful in smaller market
areas that do not readily sustain stand-alone book and greeting card stores. The
Company has 31 combination stores as of January 31, 1998.

         The Company's traditional bookstores average approximately 3,500 square
feet and offer a wide selection of best sellers and other hardcover and
paperback books, magazines and newspapers. The Company's traditional bookstores
are located in multiple types of market areas, but are generally located in
market areas that are larger than those in which combination stores are located.
The Company has 27 traditional bookstores as of January 31, 1998.

MERCHANDISING

         The Company employs several value-oriented merchandising strategies.
Books on the Company's best-seller list, which is developed exclusively by the
Company based on its sales and customer demand in its stores, are generally sold
in the Company's superstores at 33% below publishers' suggested retail prices.
In addition, superstore customers can join the Millionaire's Club and save 10%
on all purchases in Books-A-Million superstores, including already discounted
best-sellers. Bookland store customers can join the Read & Save Club and enjoy
similar discounts. The Company's point-of-sale computer system provides the data
necessary to enable the Company to anticipate consumer demand and customize
store inventory selection to reflect local customer interest and demand.

MARKETING

         The Company maintains a regional focus, which involves dedicating space
in its stores to books of regional and local interest and creating special
departments such as regional literature, cooking and religious books. Store
managers are given the flexibility to select titles that are responsive to
consumer demand in that particular market area, and the Company continuously
modifies its title selection in each bookstore to tailor selection to local
consumer preferences. The Company offers frequent promotions that have a
regional flavor, including book autograph sessions with popular regional
authors.

         The Company promotes its bookstores principally through the use of
geographically concentrated newspaper advertising and direct mail circulars, as
well as point-of-sale materials posted and distributed in the stores. Store
managers are instrumental in tailoring certain promotions for their particular
market area and in designing store displays. The Company also arranges for
special appearances and book autograph sessions with recognized authors to
attract customers and to build and reinforce customer awareness of its stores. A
substantial portion of the Company's advertising expenses are reimbursed from
publishers through their cooperative advertising programs.

STORE OPERATIONS AND SITE SELECTION

         In choosing specific store sites within a market area, the Company
applies standardized site selection criteria that take into account numerous
factors, including the local demographics, desirability of available leasing
arrangements, proximity to existing Company operations and overall level of
retail activity. In general, stores are located on major high-traffic roads
convenient to customers and have adequate parking. The Company generally
negotiates short-term leases with renewal options. The Company periodically
reviews the profitability trends and prospects of each of its stores and
evaluates whether or not any underperforming stores should be closed, converted
to a different format or relocated to more desirable locations.









                                        2

<PAGE>   5

PURCHASING

         The Company's purchasing decisions are centralized and are made by the
Company's merchandising department. The Company's buyers negotiate terms,
discounts and cooperative advertising allowances for all the Company's
bookstores and decide which books to purchase, in what quantity and for which
stores. The buyers use current inventory and sales information provided by the
Company's in-store point-of-sale computer system to make reorder decisions.
Although the majority of purchases are made by the Company's merchandising
department, individual store managers have the flexibility to influence
purchasing decisions in order to respond to local demand.

         The Company purchases merchandise from over 500 vendors. The Company
purchases substantially all of its collectors' supplies from one supplier, the
majority of its music inventory from one supplier and substantially all of its
magazines from another supplier, each of which is a related party. No one vendor
accounted for more than 8.1% of the Company's overall merchandise purchases in
the fiscal year ended January 31, 1998. In general, approximately 80% of the
Company's inventory may be returned by the Company for full credit, which
substantially reduces the Company's risk of inventory obsolescence.

DISTRIBUTION CAPABILITIES

         American Wholesale receives a substantial portion of its inventory
shipments, including substantially all of its books, at its facility located in
Florence, Alabama. Orders from the Company's bookstores are processed by
computer and assembled for delivery to the stores on pre-determined weekly
schedules. Substantially all deliveries of inventory from American Wholesale's
facilities are made by their dedicated transportation fleet. At the time
deliveries are made to each of the Company's stores, returns of slow moving or
obsolete books are picked up and returned to the American Wholesale returns
processing center. American Wholesale then returns these books to publishers for
credit.

COMPETITION

         The retail bookstore industry is highly competitive and includes
competitors that have substantially greater financial and other resources than
the Company. The Company competes directly with national and regional bookstore
chains, independent bookstores, certain mass merchandisers and greeting card
stores. The Company is one of the top three retail bookstore chains in the
nation. In recent years, competing bookstore chains have been expanding their
businesses and certain leading regional and national chains have developed and
opened superstores. The Company also experiences indirect competition from
retail specialty stores that offer books in a particular area of specialty.
Management believes that the key competitive factors in the retail book industry
are convenience of location, selection, customer service and price.

SEASONALITY

         Similar to many retailers, the Company's business is seasonal, with its
highest retail sales, gross profit and net income historically occurring in its
fourth fiscal quarter. This seasonal pattern reflects the increased demand for
books and gifts experienced during the year-end holiday selling season. Working
capital requirements are generally at their 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's results of operations depend
significantly upon net sales generated during the fourth fiscal quarter, and any
significant adverse trend in the net sales of such period would have a material
adverse affect on the Company's results of operations for the full year. In
addition to seasonality, the Company's results of operations may fluctuate from
quarter to quarter as a result of the amount and timing of sales and profits
contributed by new stores as well as other factors. Accordingly, the addition of
a large number of new stores in a particular fiscal quarter could adversely
affect the Company's results of operations for that quarter.

TRADEMARKS

         "Books-A-Million," "BAM!," "Bookland," "Books & Co.," "Up All Night
Reader," "Kids-A-Million," "Teachers First", "The Write-Price" and "Book$mart"
are the primary registered trademarks of the Company. Management does not
believe that these trademarks are crucial to the continuation of the Company's
operations.


                                        3


<PAGE>   6



EMPLOYEES

         As of fiscal year end, the Company employed approximately 2,600
full-time associates and 1,700 part-time associates. The number of part-time
associates employed by the Company fluctuates based upon seasonal needs. None of
the Company's associates are covered by a collective bargaining agreement, and
management believes that the Company's relations with its associates are
excellent.

ITEM 2.  PROPERTIES

         The Company's bookstores are located either in enclosed malls or strip
shopping centers. All of the Company's stores are leased. Generally, these
leases have terms ranging from five to ten years and require the Company to pay
a fixed minimum rental fee and/or a rental fee based on a percentage of net
sales together with certain customary costs (such as property taxes, common area
maintenance and insurance).

         The Company's principal executive offices are located in a 20,550
square foot leased building located in Birmingham, Alabama. The lease, which is
with a related party, extends to January 31, 2001, and the Company has an option
to extend the lease for an additional five years.

         American Wholesale owns its wholesale distribution center which is
located in an approximately 252,000 square foot facility located in Florence,
Alabama. During fiscal 1995 and 1996, the Company financed the acquisition and
construction of the wholesale distribution facility through loans obtained from
the proceeds of an industrial revenue bond, which are secured by a mortgage
interest in this facility. The Company also leases, from a related party, a
second warehouse facility, which is located in an approximately 286,000 square
foot facility in Tuscumbia, Alabama. In addition, the Company leases all of its
tractor trailers, which comprise its transportation fleet.

ITEM 3.  LEGAL PROCEEDINGS

         The Company is not currently a party to any legal proceedings that it
believes could have a material adverse effect upon its business or financial
condition.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Not applicable.









                                        4
<PAGE>   7
                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         The information under the heading "Market and Dividend Information" on
the inside back cover of the Annual Report to Stockholders for the year ended
January 31, 1998 is incorporated herein by reference.

ITEM 6. SELECTED FINANCIAL DATA

         The information under the heading "Selected Consolidated Financial
Data" for the years ended January 29, 1994, through January 31, 1998 on page 6
of the Annual Report to Stockholders for the year ended January 31, 1998, is
incorporated herein by reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

         The information under the heading "Management's Discussion and Analysis
of Financial Condition & Results of Operations" on pages 7 through 9 of the
Annual Report to Stockholders for the year ended January 31, 1998 is
incorporated herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The following financial statements of the Registrant and its subsidiary
included in the Annual Report to Stockholders for the year ended January 31,
1998 are incorporated herein by reference:

         Consolidated Balance Sheets as of January 31, 1998 and February 1,
           1997.

         Consolidated Statements of Income for the Fiscal Years Ended January
           31, 1998, February 1, 1997 and February 3, 1996.

         Consolidated Statements of Stockholders' Investment for the Fiscal
           Years Ended January 31, 1998, February 1, 1997 and February 3, 1996.

         Consolidated Statements of Cash Flow for the Fiscal Years Ended
           January 31, 1998, February 1, 1997 and February 3, 1996.

         Notes to Consolidated Financial Statements.

         Report of Independent Public Accountants.

         The information under the heading "Summary of Quarterly Results
           (Unaudited)" on page 23 of the Annual Report to Stockholders for the
           year ended January 31, 1998 is incorporated herein by reference.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

         None.










                                        5
<PAGE>   8


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

DIRECTORS

         The sections under the heading "Proposal I-Election of Directors"
entitled "Nominees for Election - Term Expiring 2001", "Incumbent Directors -
Term Expiring 1999" and "Incumbent Directors - Term Expiring 2000" on pages 2
through 4 of the Proxy Statement for the Annual Meeting of Stockholders to be
held June 4, 1998, are incorporated herein by reference for information on the
directors of the Registrant.

     EXECUTIVE OFFICERS

              All executive officers of the Company are elected annually by and
     serve at the discretion of the Board of Directors. The executive officers
     of the Company are listed below:

<TABLE>
<CAPTION>
        NAME                                     AGE                 POSITION WITH THE COMPANY
        ----                                     ---                 -------------------------
        <S>                                      <C>            <C>                                 
        Charles C. Anderson                       63            Chairman of the Board of Directors

        Clyde B. Anderson                         37            Chief Executive Officer, President and Director

        Sandra B. Cochran                         39            Executive Vice President, Chief Financial Officer
                                                                and Assistant Secretary

        Terrance G. Finley                        44            Senior Vice President - Merchandising
</TABLE>


         Charles C. Anderson has served as the Chairman of the Board of
Directors of the Company for more than 28 years. He also served as the Chief
Executive Officer of the Company from 1964 until July 1992. Mr. Anderson is the
father of Clyde B. Anderson, the Company's Chief Executive Officer and a member
of the Company's Board of Directors, and Terry C. Anderson, a member of the
Company's Board of Directors.

         Clyde B. Anderson has served as the President of the Company since
November 1987 and as Chief Executive Officer of the Company since July 1992. Mr.
Anderson joined the Company in 1983 and served as the Chief Operating Officer of
the Company from November 1987 to March 1994. Mr. Anderson has served as a
director of the Company since August 1987 and serves on the Board of Directors
and the Compensation Committee of Hibbett Sporting Goods, Inc., a sporting goods
retailer. Mr. Anderson is the son of Charles C. Anderson, the Chairman of the
Company's Board of Directors, and the brother of Terry C. Anderson, a member of
the Company's Board of Directors.

         Sandra B. Cochran has served as Executive Vice President since February
1996, Chief Financial Officer since September 1993, and Vice President and
Assistant Secretary of the Company since August 1992. Prior to joining the
Company, Ms. Cochran served as a Vice President (as well as in other capacities)
of SunTrust Securities, Inc., a subsidiary of SunTrust Banks, Inc. for more than
five years.

         Terrance G. Finley has served as the Senior Vice President -
Merchandising since January 1998. Mr. Finley served as Vice President -
Merchandising from April 1994 to January 1998 and was named an executive officer
of the Company in March 1995. Mr. Finley served as the General Manager of
Book$mart from February 1992 to April 1994. Prior to joining the Company, Mr.
Finley served as the Vice President - Sales for Smithmark Publishers.

         Mr. Lew Burdette was named President of American Wholesale Book
Company, Inc. ("American Wholesale"), a wholly-owned subsidiary of the Company,
on January 9, 1998, and consequently, no longer serves as the Chief Operating
Officer and Executive Vice President of the Company. Further, effective March
17, 1998, Mr. Burdette resigned from the Company's Board of Directors.



                                        6


<PAGE>   9


COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

         Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") requires the Company's directors, executive officers and persons who own
beneficially more than 10% of the Company's Common Stock to file reports of
ownership and changes in ownership of such stock with the Securities and
Exchange Commission (the "SEC") and the Nasdaq Stock Market, Inc. Directors,
executive officers and greater than 10% stockholders are required by SEC
regulations to furnish the Company with copies of all such forms they file. To
the Company's knowledge, based solely on a review of the copies of such reports
furnished to the Company and written representations that no other reports were
required, its directors, executive officers and greater than 10% stockholders
complied during fiscal 1998 with all applicable Section 16(a) filing
requirements, except for a Form 4 for Mr. Charles C. Anderson for the month of
September 1997. Such Form 4 was filed to report the purchase of an aggregate of
50,000 Shares pursuant to five separate transactions in that month by Mr.
Anderson and his wife and, due to an administrative oversight, was filed three
weeks after the deadline for the filing of such form.

ITEM 11. EXECUTIVE COMPENSATION

         The sections under the heading "Executive Compensation," other than
those entitled "Report on Executive Compensation", "Compensation Committee
Interlocks and Insider Participation", "Certain Relationships and Related
Transactions" and "Performance Graph", on pages 9 through 17 of the Proxy
Statement for the Annual Meeting of Stockholders to be held June 4, 1998 are
incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The section under the heading "Proposal I-Election of Directors"
entitled "Beneficial Ownership of Common Stock" on pages 7 and 8 of the Proxy
Statement for the Annual Meeting of Stockholders to be held June 4, 1998 is
incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The sections under the heading "Executive Compensation" entitled
"Compensation Committee Interlocks and Insider Participation" and "Certain
Relationships and Related Transactions" on pages 11 and 12 of the Proxy
Statement for the Annual Meeting of Stockholders to be held June 4, 1998 are
incorporated herein by reference.

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) 1. Financial Statements

       The following Consolidated Financial Statements of Books-A-Million, Inc.
    and its subsidiary, included in the Registrant's Annual Report to
    Stockholders for the fiscal year ended January 31, 1998 are incorporated by
    reference in Part II, Item 8:

       Consolidated Balance Sheets as of January 31,1998 and February 1, 1997.

       Consolidated Statements of Income for the Fiscal Years Ended January 31,
         1998, February 1, 1997 and February 3, 1996.

       Consolidated Statements of Stockholders' Investment for the Fiscal
         Years Ended January 31, 1998, February 1, 1997 and February 3, 1996.

       Consolidated Statements of Cash Flow for the Fiscal Years Ended
         January 31, 1998, February 1, 1997 and February 3, 1996.

       Notes to Consolidated Financial Statements.

       Report of Independent Public Accountants.


                                        7
<PAGE>   10
    2. Financial Statement Schedule:

       The following consolidated financial statement schedule of Books-A-
       Million, Inc. is attached hereto:

       Schedule II           Valuation and Qualifying Accounts

       All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are not
required under the related instructions or are not applicable, and therefore
have been omitted.

       3.  Exhibits **

<TABLE>
<CAPTION>
           Exhibit
           Number

           <S>                 <C>                                                               
              3.1     --       Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to
                               Registration Statement on Form S-1, File No. 33-52256, originally filed September 21, 1992).

              3.2     --       Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to Registration Statement on
                               Form S-1, File No. 33-52256, originally filed September 21, 1992).

              4.1     --       See Exhibits 3.1 and 3.2 hereto incorporated herein by reference to the Exhibits of the same
                               number to Registration Statement on Form S-1, File No. 33-52256, originally filed September 21,
                               1992.

             10.1     --       Lease Agreement between First National Bank of Florence, Alabama, as Trustee, and Bookland
                               Stores, Inc. (which is a predecessor of the Registrant), an Alabama corporation, dated January
                               30, 1991 (incorporated by reference to Exhibit 10.1 to Registration Statement on Form S-1, File
                               No. 33-52256, originally filed September 21, 1992).

            *10.2     --       Amended and Restated Stock Option Plan (incorporated by reference to Appendix A of the Registrant's
                               Proxy Statement, File No. 0-20664, dated April 27, 1998, for the Annual Meeting of the Registrant's
                               Stockholders to be held June 4, 1998).

            *10.3     --       Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.7 to Registration Statement
                               on Form S-1, File No. 33-52256, originally filed September 21, 1992).

            *10.4     --       Amendment to Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.6 to Annual Report
                               on Form 10-K for the fiscal year ended January 29, 1994, File No. 0-20664, filed on April 29, 1994).

            *10.5     --       401(k) Plan (together with related documents) (incorporated by reference to Exhibit 10.9 to 
                               Registration Statement on Form S-1, File No. 33-52256, originally filed September 21, 1992).

             10.6     --       Shareholders Agreement dated as of September 1, 1992 (incorporated by reference to Exhibit 10.9 to 
                               Annual Report on Form 10-K for the fiscal year ended January 31, 1993, File No. 0-20664, filed May 3,
                               1993).

            *10.7     --       Executive Incentive Plan (incorporated by reference to Exhibit 10.8 to Annual Report on Form 10-K for
                               the fiscal year ended January 28, 1995, File No. 0-20664, filed April 28, 1995).

             10.8     --       Short-Term Credit Agreement dated as of October 27, 1995, between the Company and AmSouth Bank, N.A.
                               (incorporated by reference to Exhibit 10.6 to Annual Report on Form 10-K for the fiscal year ended
                               February 3, 1996,  File No. 0-20664, filed May 3, 1996). 
</TABLE>

                                        8

<PAGE>   11

<TABLE>
            <S>                <C>
            10.9      --       Revolving Loan Agreement dated as of October 27, 1995 between the Company and
                               AmSouth Bank, N.A. (incorporated by reference to Exhibit 10.10 to Annual Report on
                               Form 10-K for the fiscal year ended February 3, 1996, File 0-20664, filed May 3, 1996).

           10.10      --       First amendment to Short-Term Credit Agreement, dated as of November 1, 1996
                               between the Company and AmSouth Bank, N.A. (incorporated by reference to Exhibit 10.11 to
                               Annual Report on Form 10-K for the fiscal year ended February 1, 1997, File 0-20664, filed May
                               2, 1997).

           10.11      --       First amendment to Revolving Loan Agreement dated June 4, 1997 between the Company and
                               AmSouth Bank of Alabama, SunTrust Bank, Atlanta and NationsBank, N.A. and Master Assignment and
                               Acceptance Agreement dated November 7, 1997 between AmSouth Bank, NationsBank, N.A., SunTrust Bank,
                               Atlanta and SouthTrust Bank, N.A.

           10.12      --       Second amendment to Short-Term Credit Agreement, dated June 4, 1997 between the Company
                               and AmSouth Bank of Alabama.

              13      --       Portions of the Annual Report to Stockholders for the year ended January 31, 1998 that
                               are expressly incorporated by reference into Part II of this Report.

              21      --       Subsidiary of the Registrant.

              23      --       Consent of Independent Public Accountants to the incorporation of their report on the Company's
                               consolidated financial statements for the fiscal year ended January 31, 1998, into the
                               Registration Statements on Form S-8.  (File Nos. 33-72812 and 33-86980).

              27.1    --       Financial Data Schedule (for SEC use only).

              27.2    --       Financial Data Schedule - Restated for the period ended February 1, 1997
                               (for SEC use only).
</TABLE>

     * The indicated exhibit is a compensatory plan required to be filed as an
exhibit to this Annual Report on Form 10-K.

     ** The Company has financed certain capital expenditures with proceeds of
an industrial development revenue bond (the "Bond"), for which the outstanding
balance as of January 31, 1998, is less than 10% of the Company's total assets.
The Bond documents have not been included as an exhibit hereto but the Company
will provide such documents to the Securities and Exchange Commission upon
request.

     (b)   Reports on Form 8-K

                      Not applicable.

     (c) See Item 14(a) (3), the Exhibit Index and the Exhibits attached hereto.

     (d) See Item 14(a) (2).








                                        9

<PAGE>   12

                                   SIGNATURES

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

                                        BOOKS-A-MILLION, INC.


                                        by:    /s/ Clyde B. Anderson
                                           ------------------------------------
                                           Clyde B. Anderson
                                           Chief Executive Officer and President
                                           Date: May 1, 1998

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report 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
Chief Executive Officer and President
Date:  May 1, 1998


PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:


         /s/ Sandra B. Cochran
-------------------------------------
Sandra B. Cochran
Executive Vice President, Chief Financial
Officer and Assistant Secretary
Date: May 1, 1998


DIRECTORS:


         /s/ Charles C. Anderson
-------------------------------------
Charles C. Anderson
Date: May 1, 1998


         /s/ Clyde B Anderson
-------------------------------------
Clyde B. Anderson
Date: May 1, 1998






                    [Signatures continued on following page]
<PAGE>   13
                             [Signatures continued]


DIRECTORS:


         /s/ Ronald G. Bruno
-------------------------------------
Ronald G. Bruno
Date: May 1, 1998





         /s/ John E. Southwood
-------------------------------------
John E. Southwood
Date: May 1, 1998





         /s/ J. Barry Mason
-------------------------------------
J. Barry Mason
Date: May 1, 1998





         /s/ Terry C. Anderson
-------------------------------------
Terry C. Anderson
Date: May 1, 1998




<PAGE>   14

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To Books-A-Million, Inc.:

We have audited in accordance with generally accepted auditing standards, the
consolidated financial statements of Books-A-Million, Inc. (A Delaware
corporation) and subsidiary included in this Form 10-K and have issued our
report thereon dated March 17, 1998. Our audit was made for the purpose of
forming an opinion on the basic financial statements taken as a whole. The
schedule listed in the accompanying index is the responsibility of the Company's
management and is presented for purposes of complying with the Securities and
Exchange Commission's rules and is not part of the basic financial statements.
This schedule has been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.


                                                          ARTHUR ANDERSEN LLP

Birmingham, Alabama
March 17, 1998





                                      S-1
<PAGE>   15


                                  SCHEDULE II


                              BOOKS-A-MILLION, INC.


                        VALUATION AND QUALIFYING ACCOUNTS


   FOR THE YEARS ENDED FEBRUARY 3, 1996, FEBRUARY 1, 1997 AND JANUARY 31, 1998


<TABLE>
<CAPTION>

                                                                         CHARGED/
                                                      BALANCE AT        (CREDITED)       (DEDUCTIONS)/
                                                      BEGINNING          TO COSTS         RECOVERIES           BALANCE AT
                                                       OF YEAR          AND EXPENSES          NET              END OF YEAR
                                                     -----------        ------------      -------------        -----------
<S>                                                  <C>                <C>               <C>                  <C>       
FOR THE YEAR ENDED FEBRUARY 3, 1996:
Allowance for doubtful accounts                      $  200,320          $  (50,323)       $     -             $  149,997  
                                                                                                                            
FOR THE YEAR ENDED FEBRUARY 1, 1997:                                                                                        
Allowance for doubtful accounts                      $  149,997          $  180,101        $     -             $  330,098      
                                                                                                                            
FOR THE YEAR ENDED JANUARY 31, 1998:                                                                                        
Allowance for doubtful accounts                      $  330,098          $   25,416        $     -             $  355,514  
</TABLE>

                                                                         








                                       S-2

<PAGE>   16


                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit
Number
------
<S>      <C>        <C>
3.1      --         Certificate of Incorporation of the Registrant
                    (incorporated by reference to Exhibit 3.1 to Registration
                    Statement on Form S-1, File No. 33-52256, originally filed
                    September 21, 1992).

3.2      --         Bylaws of the Registrant (incorporated by reference to
                    Exhibit 3.2 to Registration Statement on Form S-1, File No.
                    33-52256, originally filed September 21, 1992).

4.1      --         See Exhibits 3.1 and 3.2 hereto incorporated herein by 
                    reference to the Exhibits of the same number to the
                    Registration Statement on Form S-1, File No. 33-52256,
                    originally filed September 21, 1992.

10.1     --         Lease Agreement between First National Bank of Florence,
                    Alabama, as Trustee, and Bookland Stores, Inc. (which is a
                    predecessor of the Registrant), an Alabama corporation,
                    dated January 30, 1991 (incorporated by reference to Exhibit
                    10.1 to Registration Statement on Form S-1, File No.
                    33-52256, originally filed September 21, 1992).

10.2     --         Amended and Restated Stock Option Plan (incorporated by
                    reference to Appendix A of the Registrant's Proxy Statement,
                    File No. 0-20664, dated April 27, 1998, for the Annual
                    Meeting of the Registrant's Stockholders to be held June 4,
                    1998).

10.3     --         Employee Stock Purchase Plan (incorporated by reference to
                    Exhibit 10.7 to Registration Statement on Form S-1, File No.
                    33-52256, originally filed September 21, 1992).

10.4     --         Amendment to Employee Stock Purchase Plan (incorporated by
                    reference to Exhibit 10.6 to Annual Report on 10-K, for the
                    fiscal year ended January 29, 1994, File No. 0-20664, filed
                    on April 29, 1994).

10.5     --         401(k) Plan (together with related documents) (incorporated
                    by reference to Exhibit 10.9 to Registration Statement on
                    Form S-1, File No. 33-52256, originally filed September 21,
                    1992).

10.6     --         Shareholders Agreement dated as of September 1, 1992,
                    (incorporated by reference to Exhibit 10.9 to Annual Report
                    on Form 10-K for the fiscal year ended January 31, 1993,
                    File No. 0-20664 filed May 3, 1993).

10.7     --         Executive Incentive Plan (incorporated by reference to
                    Exhibit 10.8 to Annual Report on Form 10-K for the fiscal
                    year ended January 28, 1995, File No. 0-20664, filed April
                    28, 1995).

10.8     --         Short-Term Credit Agreement dated as of October 27, 1995
                    between the Company and AmSouth Bank, N.A. (incorporated by
                    reference to Exhibit 10.6 to Annual Report on Form 10-K for
                    the fiscal year ended February 3, 1996, File No. 0-200664,
                    filed May 3, 1996).

10.9     --         Revolving Loan Agreement dated as of October 27, 1995
                    between the Company and AmSouth Bank, N.A. (incorporated by
                    reference to Exhibit 10.10 to Annual Report on Form 10-K for
                    the fiscal year ended February 3, 1996, File No. 0-20664,
                    filed May 3, 1996).

10.10    --         First amendment to Short-Term Credit Agreement, dated
                    November 1, 1996, between the Company and AmSouth Bank, N.A.
                    (incorporated by reference to Exhibit 10.11 to Annual Report
                    on Form 10-K for the fiscal year ended February 1, 1997,
                    File No. 0-20664, filed May 2, 1997).

10.11    --         First amendment to Revolving Loan Agreement dated June 4,
                    1997 between the Company and AmSouth Bank of Alabama,
                    SunTrust Bank, Atlanta and NationsBank, N.A. and Master 
                    Assignment and Acceptance Agreement dated November 7, 1997 
                    between AmSouth Bank, NationsBank, N.A., SunTrust Bank, 
                    Atlanta and SouthTrust Bank, N.A.

10.12    --         Second amendment to Short-Term Credit Agreement, dated June
                    4, 1997 between the Company and AmSouth Bank of Alabama.

13       --         Portions of the Annual Report to Stockholders for the year
                    ended January 31, 1998 that are expressly incorporated by
                    reference into Part II of this report.

21       --         Subsidiary of the Registrant.

23       --         Consent of Independent Public Accountants to the
                    incorporation of their report on the Company's consolidated
                    financial statements for the fiscal year ended January 31,
                    1998 into the Registration Statements on Form S-8. (File
                    Nos. 33-72812 and 33-86980).

27.1     --         Financial Data Schedule (for SEC use only).

27.2     --         Financial Data Schedule -- Restated for the period ended 
                    February 1, 1997 (for SEC use only).

</TABLE>