UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported) May 16, 2005 
                                                      ------------


                              Books-A-Million, Inc.
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             (Exact name of registrant as specified in its charter)


    DELAWARE                       0-20664                        63-0798460
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(State or other jurisdiction     (Commission                    (IRS Employer
   of incorporation)             File Number)               Identification No.)


                 402 Industrial Lane, Birmingham, Alabama 35211
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               (Address of principal executive offices) (Zip Code)

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


                                       N/A
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         (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     [ ] Written  communications  pursuant to Rule 425 under the  Securities Act
(17 CFR 230.425)

     [ ] Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     [ ]  Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
Exchange Act (17 CFR 240.14d-2(b))

     [ ]  Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
Exchange Act (17 CFR 240.13e-4(c))








                Section 1 - Registrant's Business and Operations


Item 2.02 Results of Operations and Financial Condition.

         On May 16, 2005, Books-A-Million, Inc. held a conference call to
discuss its financial results for the first quarter ended April 30, 2005. A
written transcript of the call is attached hereto as Exhibit 99.1

         The information in this Report, including the exhibit attached hereto,
is furnished solely pursuant to Item 2.02 of this Form 8-K. Consequently, it is
not deemed "filed" for the purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, or otherwise subject to the liabilities of that section. It
may only be incorporated by reference in another filing under the Exchange Act
or the Securities Act of 1933 if such subsequent filing specifically references
this Form 8-K.


                  Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.


(c) Exhibits.


         The exhibit is furnished pursuant to Item 2.02 and shall not be deemed
to be "filed."

Exhibit No.              Document Description
99.1                     Conference Call Transcript dated May 16, 2005









                                   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 hereunto duly authorized.

                                       _____________BOOKS-A-MILLION, INC._______
                                                    ---------------------
                                                          (Registrant)

Date _May 18, 2005_______
                                  ___________/s/ Richard S. Wallington__________
                                             -------------------------
                                                     (Signature)
                                                    Name:  Richard S. Wallington
                                                Title:   Chief Financial Officer






                                  EXHIBIT INDEX





Exhibit No.              Document Description
99.1                     Conference Call Transcript dated May 16, 2005