SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
________________
SCHEDULE 13G
(Rule 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1(b) and (c) and
AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
Books-A-Million, Inc.
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
098570-10-4
(CUSIP Number)
(Continued on following pages.)
(Page 1 of 5 Pages)
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CUSIP No. 098570-10-4 13G Page 2 of 5 Pages
(Amendment No. 5)
1 Name of Reporting Person: Charles C. Anderson
I.R.S. Identification No. of Above Person (Entities Only):
2 Check the Appropriate Box if a Member of a Group (a) __
(b) __
3 SEC Use Only
4 Citizenship or Place of Organization
United States of America
Number of 5 Sole Voting Power: 2,722,520 shares
Shares
Beneficially 6 Shared Voting Power: 468,000 shares
Owned By
Each 7 Sole Dispositive Power: 2,722,520
shares
Reporting
Person With 8 Shared Dispositive Power: 468,000
shares
9 Aggregate Amount Beneficially Owned by Each Reporting
Person: 3,190,520 shares
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares __
11 Percent of Class Represented by Amount in Row (9): 18.3%
12 Type of Reporting Person: IN
(Page 2 of 5 Pages)
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Item 1(a). Name of Issuer:
Books-A-Million, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
402 Industrial Lane
Birmingham, Alabama 35211
Item 2(a). Name of Person Filing: Charles C. Anderson
Item 2(b). Address of Principal Business Office or, if None,
Residence:
202 North Court Street
Florence, Alabama 35630
Item 2(c). Citizenship: United States of America
Item 2(d). Title of Class of Securities: Common Stock, $.01 par
value per share
Item 2(e). CUSIP Number: 098570-10-4
Item 3. If this statement is filed pursuant to Rules
13d-1(b), or 13d-2(b), check whether the person
filing is a:
(a) __ Broker or dealer registered under
Section 15 of the Act,
(b) __ Bank as defined in Section 3(a)(6) of the
Act,
(c) __ Insurance Company as defined in Section
3(a)(19) of the Act,
(d) __ Investment Company registered under
Section 8 of the Investment Company Act,
(e) __ Investment Adviser registered under
Section 203 of the Investment Advisers
Act of 1940,
(f) __ Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund; see 13d-1(b)(1)(ii)(F),
(g) __ Parent Holding Company, in accordance with
Rule 13d-1(b)(ii)(G); see Item 7,
(h) __ Group, in accordance with Rule
13d-1(b)(1)(ii)(H).
(Page 3 of 5 Pages)
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Item 4. Ownership.
(a) Amount beneficially owned: 3,190,520 shares
(b) Percent of class: 18.3%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
2,722,520 shares
(ii) Shared power to vote or to direct the vote:
468,000 shares
(iii) Sole power to dispose or to direct the
disposition of: 2,722,520 shares
(iv) Shared power to dispose or to direct the
disposition of: 468,000 shares
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company.
Not Applicable.
Item 8. Identification and Classification of Members of the
Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
Not Applicable.
[Signature appears on following page.]
(Page 4 of 5 Pages)
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
February 12, 1998
(Date)
/s/ Charles C. Anderson
Charles C. Anderson
Chairman of the Board
Books-A-Million, Inc.
(Page 5 of 5 Pages)
