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EXPIRES: AUGUST 31, 1999
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Books-A-Million, Inc
(Name of Issuer)
Common Stock, $.01 par value per share
(Title Class of Securities)
098570-10-4
(CUSIP Number)
December 31, 1998
(Date of Event which requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ X ] Rule 13d-1(d)
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CUSIP No. 098570-10-4
1. Names of Reporting Persons. Joel R. Anderson
I.R.S. Identification Nos. of above persons (entities only)
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) ___
(b) ___
3. SEC Use Only:
4. Citizenship or Place of Organization: United States of America
Number of Shares 5. Sole Voting Power: 1,699,440
Beneficially Owned by 6. Shared Voting Power: 83,000
Each Reporting Person 7. Sole Dispositive Power: 1,699,440
With: 8. Shared Dispositive Power: 83,000
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,782,440
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)___
11. Percent of Class Represented by Amount in Row (11): 10.0%
Type of Reporting Person (See Instructions): IN
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ITEM 1.
(a) Name of Issuer:
Books-A-Million, Inc.
(b) Address of Issuer's Principal Executive Offices:
402 Industrial Lane
Birmingham, Alabama 35211
ITEM 2.
(a) Name of Person Filing:
Joel R. Anderson
(b) Address of Principal Business Office or, if none, Residence:
202 North Court Street
Florence , Alabama 35630
(c) Citizenship:
United States of America
(d) Title of Class of Securities:
Common Stock, $.01 par value per share
(e) CUSIP Number:
098570-10-4
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.SS.240.13D-1(B) OR
240.13D-2(B) OR (C), CHECK WHETHER THE PErSon FILING IS A:
(a)[ ] Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78e).
(b)[ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)[ ] Insurance company as defined in section 3(a)(10) of the Act
(15 U.S.C. 78c).
(d)[ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C.80a-8).
(e)[ ] An investment adviser in accordance with
ss.240.13d-1(b)(1)(ii)(E);
(f)[ ] An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g)[ ] A parent holding company or control person in accordance with
ss.240-134d-1(b)(1)(ii)(G);
(h)[ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)[ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j)[ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP.
(a) Amount beneficially owned: 1,782,440
(b) Percent of class: 10.0%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 1,699,440.
(ii) Shared power to vote or to direct the vote 83,000.
(iii) Sole power to dispose or to direct the disposition of
1,699,440.
(iv) Shared power to dispose or to direct the disposition of
83,000.
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
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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 8, 1999
----------------
Date
/s/ Joel R. Anderson
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Joel R. Anderson
