SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

<Table>

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
</Table>

Books-A-Million, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[ ] Fee paid previously with preliminary materials:

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

(BOOKS-A-MILLION, INC. LOGO)

May 1, 2002

Dear Stockholder:

You are cordially invited to attend the 2002 Annual Meeting of
Stockholders of Books-A-Million, Inc., which will be held at 10:00 a.m. on
Thursday, June 6, 2002 at The Harbert Center, 2019 Fourth Avenue North,
Birmingham, Alabama 35203.

The principal business of the meeting will be (i) to elect a class of
directors to serve a three-year term expiring in 2005 and (ii) to approve an
amendment to the Company's Employee Stock Purchase Plan that will increase the
number of shares of Common Stock reserved for grants of options under the Plan
from 200,000 to 400,000. During the meeting, we will also review the results of
the past fiscal year and report on significant aspects of our operations during
the first quarter of fiscal 2003.

Whether or not you plan to attend the Annual Meeting, please complete,
sign, date and return the enclosed proxy card in the postage-prepaid envelope
provided so that your shares will be voted at the meeting. If you decide to
attend the meeting, you may, of course, revoke your proxy and personally cast
your votes.

Sincerely yours,

/s/Clyde B. Anderson
Clyde B. Anderson
Chairman and Chief Executive Officer

BOOKS-A-MILLION, INC.
402 INDUSTRIAL LANE
BIRMINGHAM, ALABAMA 35211

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

(1) To elect a class of directors for a three-year term expiring
in 2005;

(2) To approve an amendment to the Company's Employee Stock
Purchase Plan that will increase the number of shares of
Common Stock reserved for grants of options under the Plan
from 200,000 to 400,000;

(3) To transact such other business as may properly come before
the meeting.

The Board of Directors has fixed the close of business on April 16,
2002 as the record date for the purpose of determining the stockholders who are
entitled to notice of and to vote at the meeting and any adjournment or
postponement thereof.

By Order of the Board of Directors,

/s/Sandra B. Cochran
Sandra B. Cochran
President and Secretary

May 1, 2002
Birmingham, Alabama

IF YOU ARE UNABLE TO BE PRESENT AT THE MEETING, YOU ARE REQUESTED TO
COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD SO THAT YOUR SHARES WILL
BE REPRESENTED.

BOOKS-A-MILLION, INC.
402 INDUSTRIAL LANE
BIRMINGHAM, ALABAMA 35211

PROXY STATEMENT

This Proxy Statement is furnished by and on behalf of the Board of
Directors of Books-A-Million, Inc. (the "Company") in connection with the
solicitation of proxies for use at the Annual Meeting of Stockholders of the
Company to be held at 10:00 a.m. on Thursday, June 6, 2002 at The Harbert
Center, 2019 Fourth Avenue North, Birmingham, Alabama 35203 and at any
adjournments or postponements thereof (the "Annual Meeting"). This Proxy
Statement and the enclosed proxy card will be first mailed on or about May 1,
2002 to the Company's stockholders of record on the Record Date, as defined
below.

THE BOARD OF DIRECTORS URGES YOU TO COMPLETE, SIGN, DATE AND RETURN THE
ENCLOSED PROXY CARD IN THE POSTAGE-PREPAID ENVELOPE PROVIDED.

SHARES ENTITLED TO VOTE

Proxies will be voted as specified by the stockholder or stockholders
granting the proxy. Unless contrary instructions are specified, if the enclosed
proxy card is executed and returned (and not revoked) prior to the Annual
Meeting, the shares of common stock, $.01 par value per share (the "Common
Stock"), of the Company represented thereby will be voted (i) FOR the election
as director of the nominee listed in this Proxy Statement and (ii) FOR the
amendment to the Company's Employee Stock Purchase Plan ("the Employee Stock
Purchase Plan") that will increase the number of shares of Common Stock reserved
for grants of options under the Plan from 200,000 to 400,000. The submission of
a signed proxy will not affect a stockholder's right to attend and to vote in
person at the Annual Meeting. A stockholder who executes a proxy may revoke it
at any time before it is voted by filing with the Secretary of the Company
either a written revocation or an executed proxy bearing a later date or by
attending and voting in person at the Annual Meeting.

Only holders of record of Common Stock as of the close of business on
April 16, 2002 (the "Record Date") will be entitled to vote at the Annual
Meeting. As of the close of business on the Record Date, there were 16,188,346
shares of Common Stock (the "Shares") outstanding. Holders of Shares authorized
to vote are entitled to cast one vote per Share on all matters. The holders of a
majority of the Shares entitled to vote must be present or represented by proxy
to constitute a quorum. Shares as to which authority to vote is withheld and
abstentions are counted in determining whether a quorum exists.

Under Delaware law and the Company's by-laws, directors are elected by
the affirmative vote, in person or by proxy, of a plurality of the shares
entitled to vote in the election at a meeting at which a quorum is present. Only
votes actually cast will be counted for the purpose of determining whether a
particular nominee received more votes than the persons, if any, nominated for
the same seat on the Board of Directors.

Approval of the proposals to amend the Company's Employee Stock
Purchase Plan and any other matters that may properly come before the Annual
Meeting, requires the affirmative vote of a majority of the Shares represented
in person or by proxy and entitled to vote on such matter at a meeting at which
a quorum is present. Abstentions will be counted in determining the minimum
number of votes required for approval and will, therefore, have the effect of
votes against such proposal. Unless a broker's authority to vote on a particular
matter is limited, shares held in street name that are not voted ("broker
non-votes"), are counted in determining votes present at a meeting and entitled
to vote, such as for quorum purposes. However, a broker non-vote is not
considered entitled to vote and is thus not calculated as a vote cast at a
meeting (either for or against the proposal). For both Proposal 1 and Proposal
2, there cannot be any broker non-votes.

With respect to any other matters that may come before the Annual
Meeting, if proxies are executed and returned, such proxies will be voted in a
manner deemed by the proxy representatives named therein to be in the best
interests of the Company and its stockholders.

PROPOSAL I - ELECTION OF DIRECTORS

The Board of Directors of the Company is divided into three classes of
directors serving staggered terms of office. Upon the expiration of the term of
office of a class of directors, the nominee or nominees for that class are
elected for a term of three years to serve until the election and qualification
of their successors. The current term of Mr. Terry C. Anderson expires upon the
election and qualification of the director to be elected at this Annual Meeting.
The Board of Directors has nominated Mr. Anderson for re-election to the Board
of Directors at the Annual Meeting, to serve until the 2005 annual meeting of
stockholders and until his successor is duly elected and qualified.

All Shares represented by properly executed proxies received in
response to this solicitation will be voted for the election of the directors as
specified therein by the stockholders. Unless otherwise specified in the proxy,
it is the intention of the persons named on the enclosed proxy card to vote FOR
the election of Mr. Terry C. Anderson to the Board of Directors. Mr. Anderson
has consented to serve as a director of the Company if elected. If at the time
of the Annual Meeting, Mr. Anderson is unable or declines to serve as a
director, the discretionary authority provided in the enclosed proxy card will
be exercised to vote for a substitute candidate designated by the Board of
Directors. The Board of Directors has no reason to believe that Mr. Anderson
will be unable or will decline to serve as a director.

Stockholders may withhold their votes from a nominee by so indicating
in the space provided on the enclosed proxy card.

Set forth below is certain information furnished to the Company by Mr.
Anderson and by each of the incumbent directors whose terms will continue
following the Annual Meeting.

-2-

NOMINEE FOR ELECTION - TERM EXPIRING 2005

TERRY C. ANDERSON
Age: 44

Terry C. Anderson has served as a director of the Company since April
1998. Mr. Anderson serves as the President and Chief Executive Officer of
American Promotional Events, Inc., an importer and wholesaler of pyrotechnics,
since July 1988. Mr. Anderson is the son of Charles C. Anderson, a member of
Company's Board of Directors, and the brother of Clyde B. Anderson, the
Company's Chief Executive Officer and Chairman of the Company's Board of
Directors.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE
FOR THE ELECTION AS DIRECTOR OF THE NOMINEE NAMED ABOVE.

INCUMBENT DIRECTORS - TERM EXPIRING 2004

CHARLES C. ANDERSON
Age: 67

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

J. BARRY MASON
Age: 61

J. Barry Mason has served as a director of the Company since April
1998. Dr. Mason has held the positions of Dean and Thomas D. Russell Professor
of Business at Culverhouse College of Commerce, The University of Alabama since
1988.

WILLIAM H. ROGERS, JR.
Age: 44

William H. Rogers, Jr. has served as a director of the Company since
November 2000. Mr. Rogers serves as Executive Vice President, Private Client
Services for SunTrust Banks, Incorporated and has held various other positions
with SunTrust since 1980.

INCUMBENT DIRECTORS - TERM EXPIRING 2003

CLYDE B. ANDERSON
Age: 41

Clyde B. Anderson has served as a director of the Company since August
1987. Mr. Anderson has served as the Chairman of the Board of the Company since
January 2000 and the

-3-

Chief Executive Officer of the Company since July 1992. Mr. Anderson served as
the President of the Company from November 1987 to August 1999. From November
1987 to March 1994, Mr. Anderson also served as the Company's Chief Operating
Officer. Mr. Anderson 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 and the brother of Terry C. Anderson,
both members of the Company's Board of Directors.

RONALD G. BRUNO
Age: 50

Ronald G. Bruno has served as the President of Bruno Capital Management
Corporation, an investment company, since September 1995 and has served as a
director of the Company since September 1992. Formerly, Mr. Bruno served as the
Chairman and Chief Executive Officer of Bruno's Supermarkets, Inc., a
supermarket retailing chain, for over five years. Mr. Bruno is a director of
Russell Corporation, a sports apparel manufacturing company, and Southtrust
Bank, N.A.

INFORMATION CONCERNING THE BOARD OF DIRECTORS

The Company's Board of Directors held 11 meetings during the Company's
fiscal year ended February 2, 2002 ("fiscal 2002"). The Board has an Executive
Committee, an Audit Committee and a Compensation Committee, but does not have a
Nominating Committee. Each director attended at least 75% of the meetings of the
Board and the committees of the Board on which he served.

Committees of the Board of Directors. The Executive Committee consists
of Messrs. Charles C. Anderson, Chairman of the Committee, Clyde B. Anderson and
Ronald G. Bruno. The Executive Committee is authorized to exercise all of the
power and authority of the Board of Directors in the management of the business
and affairs of the Company, including, without limitation, the power and
authority to declare a dividend, to authorize the issuance of stock and to adopt
a certificate of ownership and merger pursuant to Section 253 of the Delaware
General Corporation Law. The authority of the Executive Committee does not
extend to certain fundamental corporate transactions. The Executive Committee
does not hold regularly scheduled meetings but meets when necessary. The
Executive Committee did not hold any meetings in fiscal 2002.

The Audit Committee consists of Messrs. J. Barry Mason, Chairman of the
Committee, Ronald G. Bruno and William H. Rogers, Jr. The responsibilities of
the Audit Committee include, in addition to such other duties as the Board may
specify, recommending independent auditors, reviewing with the independent
auditors the scope and results of the audit engagement, monitoring the Company's
financial policies and control procedures and reviewing and monitoring the
provision of non-audit services by the Company's auditors. The Audit Committee
held two meetings in fiscal 2002.

The Board of Directors has determined that the members of the Audit
Committee are independent directors, as defined by the Audit Committee Charter.
The Audit Committee acts under a written charter first adopted in 1992 and last
updated in November 2001.

-4-

Audit Fee Summary. During fiscal 2002 Arthur Andersen LLP billed the
Company $87,600, including out-of-pocket expenses, for professional services
rendered in connection with the audit of the Company's financial statements for
the most recent fiscal year and the reviews of the financial statements included
in each of the Company's Quarterly Reports on Form 10-Q during the fiscal year
ended February 2, 2002.

Financial Information Systems Design and Implementation Fees. Arthur
Andersen LLP did not provide any services related to financial information
systems design and implementation during fiscal 2002.

All Other Fees. Arthur Andersen LLP also billed the Company $26,000,
including out-of-pocket expenses, for other services rendered to the Company for
the fiscal year ended February 2, 2002, primarily related to employee benefit
plan audits.

The Audit Committee has considered whether the provision of non-audit
services by the Company's independent auditor is compatible with maintaining
auditor independence, and believes that the provision of such services is
compatible.

Report of the Audit Committee. The Audit Committee has:

- Reviewed and discussed with management the Company's
audited financial statements for the fiscal year
ended February 2, 2002;

- Discussed with Arthur Andersen LLP, the Company's
independent auditor, the matters required to be
discussed by Statement on Accounting Standards 61,
Communication with Audit Committees, as amended, by
the Auditing Standards Board of the American
Institute of Certified Public Accountants;

- Received and reviewed the written disclosures and the
letter from the independent auditor required by
Independence Standard No. 1, Independence Standards
Board, and discussed with the auditors the auditors'
independence; and

- Based on the review and discussions referred to
above, recommended to the Board of Directors that the
financial statements referred to above be included in
the Company's Annual Report on Form 10-K for the year
ended February 2, 2002 for filing with the Securities
and Exchange Commission.

By the Audit Committee of the Board of Directors:

J. Barry Mason, Chairman
Ronald G. Bruno
William H. Rogers, Jr.

The Compensation Committee consists of Messrs. Ronald G. Bruno,
Chairman of the Committee, J. Barry Mason and William H. Rogers, Jr. The
responsibilities of the Compensation Committee include, in addition to such
other duties as the Board may specify, establishing salaries, bonuses and other
compensation for the Company's executive officers and administering the

-5-

Company's Stock Option Plan, Employee Stock Purchase Plan and Executive
Incentive Plan. The Compensation Committee held one meeting in fiscal 2002.

Compensation of Directors. Directors who are not employees of the
Company ("Non Employee Directors") receive an annual retainer fee of $15,000 and
an attendance fee of $1,000 for each Board and committee meeting attended, as
well as reimbursement of all out-of-pocket expenses incurred in attending all
such meetings. In addition, the Company's non-employee directors are eligible to
receive formula grants of stock options under the Company's Stock Option Plan.

Under the Company's Stock Option Plan, each director who is not an
employee of the Company or its subsidiary will, on the first day he serves as a
director, be automatically granted options to purchase 10,000 shares of Common
Stock from the Company at the "fair market value" (as defined in the Stock
Option Plan) of such Common Stock on such date. Further, each such director who
is serving as a director on the last business day of each calendar year and who
has served as a director for more than one year shall automatically be granted
options to purchase 6,000 shares of Common Stock from the Company at the fair
market value of the Common Stock on such date. Accordingly, each of Messrs.
Charles C. Anderson, Terry C. Anderson, Ronald G. Bruno, J. Barry Mason and
William H. Rogers, Jr. received a grant of options to purchase 6,000 shares of
Common Stock at an exercise price of $3.03 per share on December 31, 2001. Prior
to January 9, 2001, all options granted to directors expired on the sixth
anniversary of the date of grant or 90 days after such individual ceases to be a
director of the Company. On January 9, 2001, the Compensation Committee approved
an amendment to the Stock Option Plan that allows all options granted after that
date to expire on the tenth anniversary of the date of the grant or 90 days
after such individual ceases to be a director of the Company. Each of these
options granted to directors of the Company are immediately exercisable.
Currently, only the December 31, 2001 grant has a 10-year expiration.

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 2002 with all applicable Section 16(a) filing
requirements.

-6-

BENEFICIAL OWNERSHIP OF COMMON STOCK

The following table sets forth information concerning the beneficial ownership
of Common Stock of the Company of (i) those persons known by management of the
Company to own beneficially more than 5% of the Company's outstanding Common
Stock, (ii) the directors of the Company, (iii) the executive officers named in
the Summary Compensation Table included elsewhere herein and (iv) all current
directors and executive officers as a group. Such information is provided as of
March 31, 2002. The outstanding stock of the Company on March 29, 2001 (the last
trading day before March 31, 2002) was 16,175,503. According to rules adopted by
the SEC, a person is the "beneficial owner" of securities if he or she has or
shares the power to vote them or to direct their investment or has the right to
acquire beneficial ownership of such securities within 60 days through the
exercise of an option, warrant, right of conversion of a security or otherwise.
Except as otherwise noted, the indicated owners have sole voting and investment
power with respect to shares beneficially owned. An asterisk in the percent of
class column indicates beneficial ownership of less than 1% percent of the
outstanding Common Stock.

Amount and Nature of Percent of
Name of Beneficial Owner Beneficial Ownership Class
- ------------------------ -------------------- ----------

Charles C. Anderson(1/) 2,504,873(2/) 15.5%

Joel R. Anderson(1/) 1,782,440(3/) 11.0

Clyde B. Anderson(4/) 1,781,803(5/) 11.0

Dimensional Fund Advisors, Inc.(6/) 1,379,200 8.5

Terry C. Anderson 459,272(7/) 2.8

Sandra B. Cochran 211,381(8/) 1.3

Terrance G. Finley 146,719(9/) *

Ronald G. Bruno 61,000(10/) *

J. Barry Mason 38,000(11/) *

Richard S. Wallington 33,713(12/) *

William H. Rogers, Jr. 16,000(13/) *

All current directors and executive
officers as a group (10 persons) 5,169,761(14/) 32.0%

- --------------

(1/) The business address of Mr. Charles C. Anderson and Mr. Joel R.
Anderson is 202 North Court Street, Florence, Alabama 35630. Mr.
Charles C. Anderson serves on the Company's Board of Directors. His
brother, Mr. Joel R. Anderson, does not serve as an officer or director
of the Company.

(2/) Includes 83,000 shares held by a charitable foundation of which Mr.
Charles C. Anderson is the Chairman of the Board of Directors, and
12,000 shares subject to options exercisable on or before May 30, 2002.

-7-

(3/) Includes 83,000 shares held by a charitable foundation of which Mr.
Joel R. Anderson is the Chairman of the Board of Directors.

(4/) Mr. Clyde B. Anderson's business address is 402 Industrial Lane,
Birmingham, Alabama 35211.

(5/) Includes 83,000 shares and 50,000 shares held by charitable foundations
of which Mr. Clyde B. Anderson is a member of the Board of Directors
and the Chairman of the Board of Directors, respectively. This number
also includes 224,666 shares subject to options exercisable on or
before May 30, 2002.

(6/) Dimensional Fund Advisors, Inc. is an investment advisor to a group of
four investment companies. Its business address is 1299 Ocean Avenue,
11(th) Floor, Santa Monica, California 90401.

(7/) Includes 24,000 shares subject to options exercisable on or before May
30, 2002.

(8/) Includes 209,000 shares subject to options exercisable on or before May
30, 2002.

(9/) Includes 142,000 shares subject to options exercisable on or before May
30, 2002.

(10/) Includes 24,000 shares subject to options exercisable on or before May
30, 2002.

(11/) Includes 34,000 shares subject to options exercisable on or before May
30, 2002.

(12/) Includes 29,400 shares subject to options exercisable on or before May
30, 2002.

(13/) Represents options exercisable on or before May 30, 2002.

(14/) Includes 715,066 shares subject to options exercisable on or before May
30, 2002.

-8-

EXECUTIVE COMPENSATION

Pursuant to SEC rules for Proxy Statement disclosure of executive
compensation, the Compensation Committee of the Board of Directors of the
Company has prepared the following Report on Executive Compensation. The
Committee intends that this report clearly describe the current executive
compensation program of the Company, including the underlying philosophy of the
program and the specific performance criteria on which executive compensation is
based. This report also discusses in detail the compensation paid to the
Company's Chief Executive Officer, Mr. Clyde B. Anderson, during fiscal 2002.

REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee, which consists of Messrs. Ronald G. Bruno
(who served as Chairman throughout fiscal 2002), J. Barry Mason and William H.
Rogers, Jr., was responsible for establishing salaries, bonuses and other
compensation for the Company's executive officers for fiscal 2002, as well as
for administering the Company's Stock Option Plan, Employee Stock Purchase Plan
and Executive Incentive Plan. Each member of the Compensation Committee is a
non-employee director.

Compensation Policy. The Company's executive compensation policy is
designed to provide levels of compensation that integrate compensation with the
Company's annual and long-term performance goals and reward above-average
corporate performance, thereby allowing the Company to attract and retain
qualified executives. Specifically, the Company's executive compensation policy
is intended to:

- Provide compensation levels that are consistent with the
Company's business plan, financial objectives and operating
performance;

- Reward performance that facilitates the achievement of the
Company's business plan;

- Motivate executives to achieve strategic operating objectives;
and

- Align the interests of executives with those of stockholders
and the long-term interest of the Company by providing
long-term incentive compensation in the form of stock options.

In light of the Company's compensation policy, the components of its
executive compensation program for fiscal 2002 were base salaries, cash bonuses
and stock options.

Base Salary. Each executive officer's base salary (including the Chief
Executive Officer's base salary) is based upon a number of factors, including
the responsibilities borne by the executive officer and his or her length of
service to the Company. Each executive officer's base salary is reviewed
annually and generally adjusted to account for inflation, the Company's
financial performance, any change in the executive officer's responsibilities
and the executive officer's overall performance. Factors considered in
evaluating performance include financial results such as increases in sales, net
income before taxes and earnings per share, as well as non-financial measures
such as improvements in service and relationships with customers, suppliers and
employees, employee safety and leadership and management development. These
non-financial measures are

-9-

subjective in nature. No particular weight is given by the Compensation
Committee to any particular factor.

Cash Bonuses. Each executive officer, including the Chief Executive
Officer, is eligible to receive an annual cash bonus of up to 100% of his or her
base salary at the time of the award, including awards provided under the
Executive Incentive Plan. Cash bonuses generally are paid pursuant to a bonus
program established at the beginning of a fiscal year in connection with the
preparation of the Company's annual operating budget for such year. Under this
bonus program, an executive officer (including the Chief Executive Officer) is
eligible to receive a bonus upon the Company achieving certain net income goals
and the executive officer accomplishing certain individual performance goals
related to his or her job functions.

Stock Options. In September 1992, the Company adopted a Stock Option
Plan under which executive officers, including the Chief Executive Officer, are
eligible to receive stock options. In general, stock option awards are granted
on an annual basis if warranted by the Company's growth and profitability. The
Compensation Committee evaluates the Company's performance against
pre-determined target levels of sales, net income and earnings per share in
determining whether option grants are warranted and the aggregate amount of such
grants. Under the Stock Option Plan, all stock options granted have had exercise
prices no less than the fair market value (generally, the closing sale price of
a share) of the Company's Common Stock on the date of grant. Prior to January 9,
2001, all options granted to employees become exercisable in equal annual
increments over a five-year period and expired on the sixth anniversary of the
date of grant. On January 9, 2001, the Compensation Committee approved an
amendment to the Stock Option Plan that allows all options granted after that
date to vest in equal annual increments over a three-year period and expire on
the tenth anniversary of the date of the grant. The Compensation Committee
believes that these features serve to align the interests of executives with
those of stockholders and the long-term interests of the Company. Options to
purchase 159,000 shares of Common Stock were granted to a total of four
executive officers in fiscal 2002. The amount of each executive officer's grant
of stock options was based upon an evaluation of such executive officer's
responsibilities and performance, the desirability of long-term service from the
particular executive officer, the aggregate amount of prior stock option awards
to the particular executive officer and the Company's overall financial
performance. While the Compensation Committee has not established a target level
of stock ownership by the Company's executive officers, it does encourage such
ownership and intends to gradually increase the ownership of the Company's
Common Stock by executive officers and other key employees.

Executive Incentive Plan. During fiscal 1995, the Company adopted the
Books-A-Million, Inc. Executive Incentive Plan (the "Incentive Plan"). The
Incentive Plan provides for awards to certain executive officers of cash, shares
of restricted stock or both, based on the achievement of specific
pre-established performance goals during a three consecutive fiscal year
performance period. No awards were made under the Incentive Plan during fiscal
2002.

Compensation of Chief Executive Officer. During fiscal 2002, the
Company's Chief Executive Officer, Mr. Clyde B. Anderson, earned compensation
comprised of each of the base salary and stock option components of the
Company's executive compensation program described above. The Compensation
Committee established his compensation after reviewing the compensation packages
of other chief executive officers of publicly-traded retailers (as reported in

-10-

such companies' proxy statements). The Compensation Committee considered the
size, location, revenues, earnings and capital structure of the retailers whose
chief executive officers' compensation packages were reviewed, and attempted to
provide Mr. Anderson with comparable compensation based upon the Committee's
subjective comparison of the size, location, revenues, earnings and capital
structure of the Company. During fiscal 2002, Mr. Anderson also received options
to purchase 62,000 shares of Common Stock at an exercise price of $3.04 per
share. Mr. Anderson's options have an exercise price equal to the fair market
value (generally, the closing sale price of a share) of the Company's Common
Stock on the date of grant and vest in equal annual increments over three years,
as do the options granted to other executive officers of the Company.

Limitations on Deductibility of Compensation. Under the 1993 Omnibus
Budget Reconciliation Act, a portion of annual compensation payable after 1993
to any of the Company's five highest paid executive officers would not be
deductible by the Company for federal income tax purposes to the extent such
officer's overall compensation exceeds $1,000,000. Qualifying performance-based
incentive compensation, however, would be both deductible and excluded for
purposes of calculating the $1,000,000 limit. Although the Compensation
Committee does not presently intend to award compensation in excess of the
$1,000,000 limit, it will continue to address this issue when formulating
compensation arrangements for the Company's executive officers.

Mr. Ronald G. Bruno (Chairman)
Dr. J. Barry Mason
Mr. William H. Rogers, Jr.

The Report on Executive Compensation of the Compensation Committee of
the Board of Directors shall not be deemed to be incorporated by reference as a
result of any general incorporation by reference of this Proxy Statement or any
part hereof in the Company's Annual Report to Stockholders or its Annual Report
on Form 10-K.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Interlocks. As indicated above, the Compensation Committee of the Board
of Directors consists of Messrs. Ronald G. Bruno, J. Barry Mason and William H.
Rogers, Jr.. During fiscal 2002, Charles C. Anderson, Clyde B. Anderson and
Terry C. Anderson served as executive officers or directors of a total of nine
companies owned or controlled by the Anderson family (the "Other Companies"),
with which there is an "interlock" relationship, as defined by the SEC, arising
from the concurrent participation of (i) Clyde B. Anderson and Charles C.
Anderson, both as members of the Board of Directors of the Company and as
members of the boards of directors (and/or the compensation committees) of
certain of the Other Companies and (ii) Charles C. Anderson and Terry C.
Anderson, both as executive officers of certain of the Other Companies and as
members of the Board of Directors of the Company.

Certain Transactions. During fiscal 2002, the Company entered into
certain transactions in the ordinary course of business with certain entities
affiliated with Messrs. Charles C. Anderson, Terry C. Anderson and Clyde B.
Anderson. The Board of Directors of the Company believes that all such
transactions were on terms no less favorable to the Company than terms available
from

-11-

unrelated parties for comparable transactions. Significant activities with these
entities are discussed in the following paragraphs.

The Company and American Wholesale Book Company ("American Wholesale")
purchase certain of their collectibles, greeting cards and books from Treat
Entertainment, Inc. ("Treat"), which is wholly-owned by members of the Anderson
family. During fiscal 2002, such purchases from Treat totaled $473,677. The
Company and American Wholesale also purchase certain of their paperback books,
newspapers and a substantial portion of their magazines and music from Anderson
News Corporation ("Anderson News"), virtually all of the outstanding stock of
which is owned by members of the Anderson family. During fiscal 2002, purchases
of these items from Anderson News totaled $29,672,073. The Company and American
Wholesale purchases certain book product from Popular Publishing, a Company
owned substantially by Anderson News. During fiscal 2002, purchases from Popular
Publishing totaled $912,894. During fiscal 2002, the Company and American
Wholesale sold books to Anderson News in the amount of $1,752,014.

The Company leases its principal executive offices from a trust, which
was established for the benefit of the grandchildren of Mr. Charles C. Anderson.
The lease extends to January 31, 2006. During fiscal 2002, the Company paid rent
of $137,188 to the trust under this lease. Anderson & Anderson LLC ("A&A"),
which is wholly-owned by members of the Anderson family, also leases three
buildings to the Company. During fiscal 2002, the Company paid A&A a total of
$513,851 in connection with such leases.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

See "Compensation Committee Interlocks and Insider Participation -
Certain Transactions" above for a description of certain transactions and
relationships between the Company (or American Wholesale) and other entities
affiliated with certain of its executive officers.

-12-

EXECUTIVE OFFICER COMPENSATION

This section of the Proxy Statement discloses the compensation awarded,
paid to or earned by, the Company's Chief Executive Officer and its three most
highly compensated officers other than the Chief Executive Officer during fiscal
2002. Such executive officers are hereinafter referred to as the Company's
"Named Executive Officers."

TABLE I - SUMMARY COMPENSATION TABLE

The following table presents the total compensation of the Company's
Named Executive Officers during each of the fiscal years set forth below.

TABLE I - SUMMARY COMPENSATION TABLE

Annual Compensation Long-Term Compensation
-------------------------------- -----------------------------
Fiscal Salary Bonus Number of Securities All Other
Name Year $ $ (1/) Underlying Options(#)(1/)(2/) Compensation($)
---- ------ ------- ------- ------------------------------ ---------------
- ------------------------------------------------------------------------------------------------------------------------------

Clyde B. Anderson 2002 400,000 280,000 62,000 36,176(3/)
Chairman and Chief Executive Officer 2001 400,000 65,000 125,000 71,088(4/)
2000 336,000 262,500 75,000 20,257(5/)

- ------------------------------------------------------------------------------------------------------------------------------
Sandra B. Cochran 2002 330,000 231,000 45,000 5,207(3/)
President and Secretary 2001 300,000 37,500 90,000 6,000(4/)
2000 217,000 237,500 160,000 9,633(5/)

- ------------------------------------------------------------------------------------------------------------------------------
Terrance G. Finley 2002 238,000 87,000 37,000 5,867(3/)
EVP, Books-A-Million and 2001 225,000 135,000 75,000 5,820(4/)
President, American Internet Services 2000 173,000 100,000 70,000 5,489(5/)

- ------------------------------------------------------------------------------------------------------------------------------
Richard S. Wallington 2002 150,000 75,000 15,000 3,519(3/)
Chief Financial Officer 2001 140,000 12,500 30,000 3,076(4/)
2000 114,000 45,000 20,000 20,809(5/)

- ------------------------------------------------------------------------------------------------------------------------------

(1/) In fiscal 1995, the Company's Board of Directors adopted the
Books-A-Million, Inc. Executive Incentive Plan and authorized Clyde B. Anderson,
Sandra B. Cochran and Terrance G. Finley to participate in such plan. However,
because no awards were made under the Executive Incentive Plan during fiscal
2002, no amounts are included in the table with respect to such plan.

(2/) All of the options granted to the Company's Named Executive Officers
prior to January 9, 2001 become exercisable in equal increments over five years
and expire six years from the date of the grant (or earlier if the optionee dies
or ceases to be employed full-time by the Company). Options granted after
January 9, 2001 become exercisable in equal increments on the first, second and
third anniversaries of the date of grant and expire ten years from the date of
grant (or earlier if the optionee dies or ceases to be employed full-time by the
Company).

(3/) For fiscal 2002, the amounts shown include (i) matching contributions
by the Company to the Company's 401(k) savings plan of $4,327, $4,271, $5,100
and $3,219 on behalf of Clyde B. Anderson, Sandra B. Cochran,

-13-

Terrance G. Finley and Richard S. Wallington, respectively, (ii) life insurance
premiums of $720, $636, $767 and $300 on behalf of each of Clyde B. Anderson,
Sandra B. Cochran, Terrance G. Finley and Richard S. Wallington, respectively,
and (iii) personal use of Company-owned transportation of $31,129 and $300 on
behalf of Clyde B. Anderson and Sandra B. Cochran, respectively.

(4/) For fiscal 2001, the amounts shown include (i) matching contributions
by the Company to the Company's 401(k) savings plan of $5,100 on behalf of each
of Clyde B. Anderson, Sandra B. Cochran and Terrance G. Finley and $2,800 on
behalf of Richard S. Wallington, (ii) life insurance premiums of $540 on behalf
of each of Clyde B. Anderson and Sandra B. Cochran, and $720 and $276 on behalf
of Terrance G. Finley and Richard S. Wallington, respectively, and (iii)
personal use of Company-owned transportation of $65,448 and $360 on behalf of
Clyde B. Anderson and Sandra B. Cochran, respectively.

(5/) For fiscal 2000, the amounts shown include (i) matching contributions
by the Company to the Company's 401(k) savings plan of $4,800 on behalf of each
of Clyde B. Anderson and Sandra B. Cochran, $4,435 on behalf of Terrance G.
Finley and $2,255 on behalf of Richard S. Wallington, (ii) life insurance
premiums of $594, $765, $1,054 and $355 paid by the Company on behalf of Clyde
B. Anderson, Sandra B. Cochran, Terrance G. Finley and Richard S. Wallington,
respectively, (iii) personal use of Company-owned transportation of $14,863 and
$4,068 on behalf of Clyde B. Anderson and Sandra B. Cochran, respectively, and
(iv) gain on stock options exercised of $18,199 for Richard S. Wallington.

STOCK OPTION INFORMATION

The Company maintains the Books-A-Million, Inc. Stock Option Plan. A
total of 3,800,000 shares of Common Stock are authorized to be made available
for issuance under the Plan. Options granted under the Plan are either incentive
stock options or nonqualified options. The Plan contains certain limitations
with respect to incentive stock options that are intended to satisfy applicable
Internal Revenue Code requirements. Under the Plan, the Company is authorized to
issue options to certain officers, employees, consultants and directors of the
Company and its subsidiaries. Of the 3,800,000 shares of Common Stock reserved
for issuance under the Plan, as of March 31, 2002, 770,673 shares were available
for issuance under the Plan.

The Company also maintains separate stock option plans for four of its
subsidiaries: American Internet Services, Inc., Booksamillion.com, Inc.,
NetCentral, Inc. and FaithPoint, Inc. A total of 10,000 shares of Common Stock
are authorized to be made available for issuance under each of the subsidiary
plans. Options granted under each subsidiary plan are either incentive stock
options or nonqualified options. Each subsidiary plan contains certain
limitations with respect to incentive stock options that are intended to satisfy
applicable Internal Revenue Code requirements. Under each subsidiary plan, the
Company is authorized to issue options to certain officers, employees,
consultants and directors of the Company and its subsidiaries. Of the 10,000
shares of Common Stock reserved for issuance under each subsidiary plan, as of
March 31, 2002, all of the shares were available for issuance.

-14-

TABLE II - OPTION GRANTS IN FISCAL 2002

This table presents information regarding options granted to the
Company's Named Executive Officers during fiscal 2002 to purchase shares of the
Company's Common Stock. The Company has no outstanding stock appreciation rights
("SARs") and granted no SARs during fiscal 2002. In accordance with SEC rules,
the table shows the hypothetical "gains" or "option spreads" that would exist
for the respective options based on assumed rates of annual compound stock price
appreciation of 5% and 10% from the date the options were granted over the full
option term.

TABLE II - OPTION GRANTS IN FISCAL 2002

Individual Grants
-------------------------------------------------------------
Realizable Value
At Assumed Annual
Number of Rates of Stock Price
Securities Percent of Appreciation for
Underlying Total Options Exercise Option Term
Options Granted to Price Expiration ----------------------
Name Granted(1/) Employees Per Share Date 5% 10%
- ---- ----------- ------------ --------- ---------- -------- --------

Clyde B. Anderson 62,000 16.7% $3.04 2/1/12 $118,534 $300,389
Sandra B. Cochran 45,000 12.1% $3.04 2/1/12 $ 86,033 $218,024
Terrance G. Finley 37,000 9.9% $3.04 2/1/12 $ 70,738 $179,264
Richard S. Wallington 15,000 4.0% $3.04 2/1/12 $ 28,678 $ 72,675

(1/) All of the options granted to the Company's Named Executive Officers
become exercisable in equal increments on the first, second and third
anniversaries of the date of grant and expire ten years from the date of grant
or earlier if the optionee dies or ceases to be employed full-time by the
Company.

-15-

TABLE III - OPTION EXERCISES IN FISCAL 2002 AND FISCAL 2002 YEAR-END OPTION
VALUES

None of the Company's Named Executive Officers exercised any options
during fiscal 2002. The following table shows the number of shares of Common
Stock subject to exercisable and unexercisable stock options held by each of the
Named Executive Officers as of February 2, 2002. The table also reflects the
values of such options based on the positive spread between the exercise price
of such options and $3.04, which was the closing sale price of a share of Common
Stock reported in the Nasdaq National Market February 1, 2002 (the last trading
day prior to the end of the Company's fiscal year).

TABLE III - FISCAL 2002 YEAR-END OPTION VALUES

Number of Shares Subject to Value of Unexercised
Unexercised Options at In-the-Money Options
February 2, 2002 at February 2, 2002
Name Exercisable/Unexercisable Exercisable/Unexercisable
- ---- ---------------------------- -------------------------

Clyde B. Anderson 224,666/227,334 $56,249/$112,501
Sandra B. Cochran 209,000/231,000 $40,500/$ 81,000
Terrance G. Finley 142,000/152,000 $33,750/$ 67,500
Richard S. Wallington 29,400/ 51,200 $13,500/$ 27,000

-16-

PERFORMANCE GRAPH

The following indexed line graph indicates the Company's total return
to stockholders from January 31, 1997 to February 1, 2002, the last trading day
prior to the Company's 2002 fiscal year end, as compared to the total return for
the Nasdaq Composite Index and the Nasdaq Retail Trade Stock Index for the same
period.

[GRAPH]

- --------------------------------------------------------------------------------------------------------------------------------
JAN. 31, 1997 JAN. 30, 1998 JAN. 29, 1999 JAN. 28, 2000 FEB. 2, 2001 FEB. 1, 2002
- --------------------------------------------------------------------------------------------------------------------------------

Books-A-Million, Inc. $100 $100 $188 $131 $36 $ 52
- --------------------------------------------------------------------------------------------------------------------------------
NASDAQ Composite Index $100 $118 $185 $285 $194 $140
- --------------------------------------------------------------------------------------------------------------------------------
NASDAQ Retail Trade Stocks $100 $117 $142 $114 $88 $104
- --------------------------------------------------------------------------------------------------------------------------------

-17-

PROPOSAL 2 - AMENDMENT TO THE COMPANY'S EMPLOYEE STOCK PURCHASE PLAN

The purpose of the Employee Stock Purchase Plan is to encourage stock
ownership by eligible employees in the belief that such ownership will increase
the employees' interest in the success of the Company and provide an additional
incentive for such employees to remain in the employ of the Company. The Board
of Directors feels that the Employee Stock Purchase Plan has proved to be of
substantial value in stimulating the efforts of employees by increasing their
ownership stake in the Company. The Employee Stock Purchase Plan was amended and
restated in its entirety by the Board of Directors effective April 19, 1999 and
renamed the 1999 Amended and Restated Employee Stock Purchase Plan (the "Amended
and Restated Plan").

As of March 31, 2002, 182,800 of the authorized 200,000 shares had been
purchased through the plan, leaving only 17,200 available for future purchases.
Therefore, the Board of Directors approved the First Amendment to the Amended
and Restated Plan on March 20, 2002, increasing the number of shares authorized
for purchase by employees under such plan to a maximum of 400,000, subject to
adjustment in the event of certain changes in the capitalization of the Company.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS
VOTE IN FAVOR OF THE AMENDMENT TO THE COMPANY'S EMPLOYEE
STOCK PURCHASE PLAN.

-18-

OTHER MATTERS

The Board of Directors knows of no other matters to be brought before the Annual
Meeting. However, if any other matters are properly brought before the Annual
Meeting, the persons appointed in the accompanying proxy intend to vote the
Shares represented thereby in accordance with their best judgment.

INDEPENDENT PUBLIC AUDITORS

Arthur Andersen LLP was the Company's independent auditors for fiscal 2002 and
has been its independent auditors since its initial public offering in 1992. The
Company dismissed Arthur Andersen LLP as its independent auditors on April 26,
2002. The decision to dismiss Arthur Andersen as the Company's independent
auditors was recommended and approved by the Audit Committee. Arthur Andersen's
report on the Company's financial statements for the past two years did not
contain an adverse opinion or a disclaimer of opinion, and was not qualified or
modified as to uncertainty, audit scope or accounting principles. In addition,
during the two most recent fiscal years and since the end of fiscal year 2002,
there were no disagreements with Arthur Andersen on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction of Arthur
Andersen would have caused Arthur Andersen to make reference to the subject
matter of the disagreement in connection with its report.

SOLICITATION OF PROXIES

The cost of the solicitation of proxies on behalf of the Company will
be borne by the Company. In addition, directors, officers and other employees of
the Company may, without additional compensation except reimbursement for actual
expenses, solicit proxies by mail, in person or by telecommunication. The
Company will reimburse brokers, fiduciaries, custodians and other nominees for
out-of-pocket expenses incurred in sending the Company's proxy materials to, and
obtaining instructions relating to such materials from, beneficial owners.

STOCKHOLDER PROPOSALS FOR 2003 ANNUAL MEETING

Any proposal that a stockholder may desire to have included in the
Company's proxy material for presentation at the 2003 annual meeting must be
received by the Company at its executive offices at 402 Industrial Lane,
Birmingham, Alabama 35211, Attention: Mr. Clyde B. Anderson, on or prior to
December 31, 2002. Any such proposal received after March 15, 2003 will be
considered untimely for purposes of the 2003 annual meeting, and proxies
delivered for the 2003 annual meeting will confer discretionary authority to
vote on any such matters.

ANNUAL REPORT
The Company's Annual Report to Stockholders for fiscal 2002 (which is
not part of the Company's proxy soliciting material) is being mailed to the
Company's stockholders with this proxy statement.

May 1, 2002
Birmingham, Alabama

-19-

THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF
BOOKS-A-MILLION, INC.

The undersigned stockholder(s) of Books-A-Million, Inc., a Delaware
corporation (the "Company"), hereby acknowledge(s) receipt of the Notice of
Annual Meeting of Stockholders and Proxy Statement, each dated May 1, 2002, and
hereby appoints Clyde B. Anderson and Sandra B. Cochran, or either of them,
proxies and attorneys-in-fact, with full power of substitution, on behalf and
in the name of the undersigned to represent the undersigned at the 2002 Annual
Meeting of Stockholders of the Company to be held at 10:00 a.m. on Thursday,
June 6, 2002 at The Harbert Center, 2019 Fourth Avenue North, Birmingham,
Alabama, 35203 and at any adjournment(s) thereof, and to vote all shares of
Common Stock which the undersigned would be entitled to vote if then and there
personally present, on the matters set forth below.

This Proxy, when properly executed, will be voted in accordance with
the directions given by the undersigned stockholder (s). If no direction is
made, it will be voted FOR Proposals 1 and 2 on the reverse side and as the
proxies deem advisable on such other matters which may properly come before the
meeting (Proposal 3).

(1) To elect the nominee listed below to serve as a director of the
Company for a three-year term expiring in 2005:

Terry C. Anderson

[ ] FOR the nominees listed above, [ ] WITHHOLD authority to vote
except as indicated below. for all of the nominees listed above.

* To withhold authority for any individual nominee, mark "FOR"
above and write the name of the nominee as to whom you wish
to withhold authority in the space below:

- --------------------------------------------------------------------------------

(2) To approve an amendment to the Company's Employee Stock Purchase Plan
that will increase the number of shares of Common Stock reserved for
grants of options under the Plan from 200,000 to 400,000.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

(Continued on Reverse Side)

(3) In their discretion, upon such other matter or matters which may
properly come before the meeting or any adjournment(s) thereof.

PLEASE COMPLETE, DATE, SIGN AND RETURN THIS PROXY PROMPTLY.

Dated , 2002
------------------

------------------------------
Signature

------------------------------
Signature (if held jointly)
Title or authority (if
applicable)

NOTE: Please sign exactly as name
appears hereon. If shares are
registered in more than one name,
the signature of all such persons
are required. A corporation
should sign in its full corporate
name by a duly authorized officer,
stating his or her title. Trustees,
guardians, executors and
administrators should sign in their
official capacity, giving their
full title as each. If a
partnership, please sign in the
partnership name by an authorized
person.