<PAGE>   1

    As filed with the Securities and Exchange Commission on November 3, 1994

                   Registration Statement No. 33-____________


                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                                                  

                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                                                   

                                 FRETTER, INC.
             (Exact name of registrant as specified in its charter)

MICHIGAN                                                             38-1557359
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                               12501 GRAND RIVER
                            BRIGHTON, MICHIGAN 48116
                                 (810) 220-5000
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)


                  FRETTER, INC. 1993 LONG TERM INCENTIVE PLAN
                            (Full title of the plan)
                                                                    
                              STUART GARSON, ESQ.
                                General Counsel
                                 Fretter, Inc.
                               12501 Grand River
                            Brighton, Michigan 48116
                                 (810) 220-5010

           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                        COPIES OF ALL COMMUNICATIONS TO:

                             DAVID D. WARNER, ESQ.
                          Jaffe, Raitt, Heuer & Weiss
                            Professional Corporation
                        One Woodward Avenue, Suite 2400
                            Detroit, Michigan  48226
                                 (313) 961-8380

                       CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
Title of Securities           Amount to be                Proposed Maximum               Proposed Maximum            Amount of 
to be Registered               Registered             Offering Price Per Share(1)     Aggregate Offering Price    Registration Fee
- -------------------           -------------           ------------------------        ------------------------    ----------------
<S>                          <C>                     <C>                             <C>                         <C>
Common Stock                  3,264,000               1,785,000 @ $0.98               $6,748,631.30(1)            $2,327.12(1)
                                                      1,006,550 @ $3.50
                                                        472,450 @ $3.125

</TABLE>

(1)   The offering price and the registration fee have been calculated pursuant
to Rule 457(h) based on the average of the high and low prices reported on the
Nasdaq NMS on November 1, 1994.

In addition, pursuant to Rule 416(a) under the Securities Act of 1983, this
registration statement also covers any additional indeterminate number of
shares as may be issued as a result of the antidilution provisions of the 1993
Plan.  
<PAGE>   2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

        The following documents filed with the Commission are incorporated
herein by reference:

        (a) The Company's Annual Report on Form 10-K for its fiscal year ended
January 31, 1994.

        (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual report
referred to in (a) above.

        (c) The description of the Company's Common Stock contained in the
Company's registration statement under Section 12 of the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.

        In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
registration statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated herein
by reference and to be a part hereof from the date of filing of such documents.

        Any statement contained in a document incorporated, or deemed to be
incorporated, by reference herein shall be deemed to be modified or superseded
to the extent that a statement contained herein or in any subsequently filed
document which also is, or is deemed to be, incorporated by reference herein
modifies or supersedes such statement.  Except as so modified or superseded,
such statement shall not be deemed to constitute a part of the Prospectus or
registration statement.

ITEM 4.   DESCRIPTION OF COMMON STOCK

        The Company's Common Stock is registered under Section 12 of the
Exchange Act.

ITEM 5.   EXPERTS

        The financial statements incorporated in this registration statement by
reference to the Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 1994 have been so incorporated in reliance on the report of Price
Waterhouse LLP, independent accountants, given on the authority of said firm as
experts in auditing and accounting.





                                      II-1
<PAGE>   3
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS

    Sections 561-565 of the Michigan Business Corporation Act (MCLA Section
Section 451.1561 - .1566) provide:

        450.1561  INDEMNIFICATION OF CERTAIN PERSONS GENERALLY.

        Section 561.  A corporation has the power to indemnify a person who was
        or is a party or is threatened to be made a party to a threatened,
        pending, or completed action, suit, or proceeding, whether civil,
        criminal, administrative, or investigative and whether formal or
        informal, other than an action by or in the right of the corporation, by
        reason of the fact that he or she is or was a director, officer,
        employee, or agent of the corporation, or is or was serving at the
        request of the corporation as a director, officer, partner, trustee,
        employee, or agent of another foreign or domestic corporation,
        partnership, joint venture, trust, or other enterprise, whether for
        profit or not, against expenses, including attorneys' fees, judgments,
        penalties, fines and amounts paid in settlement actually and reasonably
        incurred by him or her in connection with the action, suit, or
        proceeding, if the person acted in good faith and in a manner he or she
        reasonably believed to be in or not opposed to the best interests of
        the corporation or its shareholders, and with respect to a criminal
        action or proceeding, if the person had no reasonable cause to believe
        his or her conduct was unlawful.  The termination of an action, suit,
        or proceeding by judgment, order, settlement, conviction or upon a plea
        of nolo contendere or its equivalent does not, of itself, create a
        presumption that the person did not act in good faith and in a manner
        which he or she reasonably believed to be in or not opposed to the best
        interests of the corporation or its shareholders, and, with respect to
        a criminal action or proceeding, had reasonable cause to believe that
        his or her conduct was unlawful.

        450.1562  ADDITIONAL PROVISIONS FOR INDEMNIFICATION OF CERTAIN PERSONS.

        Section 562.  A corporation has the power to indemnify a person who was
        or is a party or is threatened to be made a party to a threatened,
        pending, or completed action or suit by or in the right of the
        corporation to procure a judgment in its favor by reason of the fact
        that he or she is or was a director, officer, employee, or agent of the
        corporation, or is or was serving at the request of the corporation as
        a director, officer, partner, trustee, employee, or agent of another
        foreign or domestic corporation, partnership, joint venture, trust, or
        other enterprise, whether for profit or not, against expenses,
        including attorneys' fees, and amounts paid in settlement actually and
        reasonably incurred by the person in connection with the action or
        suit, if the person acted in good faith and in a manner the person
        reasonably believed to be in or not opposed to the best interests of
        the corporation or its shareholders.  Indemnification shall not be made
        for a claim, issue, or matter in which the person has been found liable
        to the corporation except to the extent authorized in Section 564c.





                                      II-2
<PAGE>   4
        450.1563  INDEMNIFICATION AGAINST ACTUAL AND REASONABLE EXPENSES.

        Section 563.  To the extent that a director, officer, employee, or
        agent of a corporation has been successful on the merits or otherwise
        in defense of an action, suit, or proceeding referred to in Section 561
        or 562, or in defense of a claim, issue, or matter in the action, suit,
        or proceeding, he or she shall be indemnified against actual and
        reasonable expenses, including attorneys' fees, incurred by him or her
        in connection with the action, suit, or proceeding and an action, suit,
        or proceeding brought to enforce the mandatory indemnification provided
        in this section.

        450.1564A  INDEMNIFICATION UNDER SECTION SECTION  450.561 OR 450.562;
        DETERMINATION AND EVALUATION; DESIGNATION OF COMMITTEE OR SELECTION OF
        INDEPENDENT LEGAL COUNSEL PARTIAL INDEMNIFICATION.

        Section 564(a).  (1)  An indemnification under section 561 or 562,
        unless ordered by the Court shall be made by the corporation only as
        authorized in the specific case upon a determination that
        indemnification of the director, officer, employee, or agent is proper
        in the circumstances because he or she has met the applicable standard
        of conduct set forth in sections 561 and 562 and upon an evaluation of
        the reasonableness of expenses and amounts paid in settlement.  This
        determination and evaluation shall be made in any of the following
        ways:

            (a)  By a majority vote of a quorum of the board consisting of
            directors who are not parties or threatened to be made parties to
            the action, suit or proceeding.

            (b)  If a quorum cannot be obtained under subdivision (a), by
            majority vote of a committee duly designated by the board and
            consisting solely of two or more directors not at the time parties
            or threatened to be made parties to the action, suit, or
            proceeding.

            (c)  By independent legal counsel in a written opinion, which
            counsel shall be selected in one of the following ways:

                (i)  By the board or its committee in the manner prescribed in
                subdivision (a) or (b).

                (ii)  If a quorum of the board cannot be obtained under
                subdivision (a) and a committee cannot be designated under
                subdivision (b), by the board.

            (d)  By all independent directors who are not parties or threatened
            to be made parties to the action, suit or proceeding.

            (e)  By the shareholders, but shares held by directors, offices,
            employees, or agents who are parties or threatened to be made
            parties to the action, suit, or proceeding may not be voted.





                                      II-3
<PAGE>   5
        (2)  In the designation of a committee under subsection (1)(b) or in
        the selection of independent legal counsel under subsection (1)(c)(ii),
        all directors may participate.

        (3)  If a person is entitled to indemnification under Section 561 or
        562 for a portion of expenses, including reasonable attorneys' fees,
        judgments, penalties, fines, and amounts paid in settlement, but not
        for the total amount, the corporation may indemnify the person for the
        portion of the expenses, judgments, penalties, fines, and amounts paid
        in settlement, but not for the total amount, the corporation may
        indemnify the person for the portion of the expenses, judgments,
        penalties, fines or amounts paid in settlement for which the person is
        entitled to be indemnified.

        450.1564B  PAYMENT OR REIMBURSEMENT OF A PARTY IN ADVANCE OF FINAL
        DISPOSITION OF PROCEEDING; UNDERTAKING AS UNLIMITED GENERAL OBLIGATION;
        DETERMINATIONS OF PAYMENTS.

        Section 564b.  (1)  A corporation may pay or reimburse the reasonable
        expenses incurred by a director, officer, employee, or agent who is a
        party or threatened  to be made a party to an action, suit, or
        proceeding in advance of final disposition of the proceeding if all of
        the following apply:

            (a)  The person furnishes the corporation a written affirmation of
            his or her good faith belief that he or she has met the applicable
            standard of conduct set forth in sections 561 and 562.

            (b)  The person furnishes the corporation a written undertaking,
            executed personally or on his or her behalf, to repay the advance
            if it is ultimately determined that he or she did not meet the
            standard of conduct.

            (c)  A determination is made that the facts then known to those
            making the determination would not preclude indemnification under
            this act.

        (2)  The undertaking required by subsection(1)(b) must be an unlimited
        general obligation of the person but need not be secured.

        (3)  Determinations of payments under this section shall be made in the
        manner specified in section 564a.

        450.1564C  APPLICATION FOR INDEMNIFICATION TO COURT; DETERMINATION.

        Section 564c.  A director, officer, employee, or agent of the
        corporation who is a party or threatened to be made a party to an
        action, suit, or proceeding may apply for indemnification to the court
        conducting the proceeding or to another court of competent
        jurisdiction.  On receipt of an application, the court after giving any
        notice it considers necessary may order indemnification if it
        determines that the person is fairly and reasonably entitled to
        indemnification in view of all the relevant circumstances, whether or
        not he or she met the applicable standard of conduct set forth in
        sections 561 and 562 or was adjudged liable as described in section
        562, but if he or she was adjudicated liable, his or her
        indemnification is limited to reasonable expenses incurred.





                                      II-4
<PAGE>   6
        450.1565  LIMITATION ON TOTAL AMOUNT OF EXPENSES ADVANCED OR
        INDEMNIFIED; DURATION OF INDEMNIFICATION.

        Section 565.  (1)  The indemnification or advancement of expenses
        provided under sections 561 to 564c is not exclusive of other rights to
        which a person seeking indemnification or advancement of expenses may
        be entitled under the articles of incorporation, bylaws, or a
        contractual agreement.  The total amount of expenses advanced or
        indemnified from all sources combined shall not exceed the amount of
        actual expenses incurred by the person seeking indemnification or
        advancement of expenses.

            (2)  The indemnification provided for in sections 561 to 565
        continues as to a person who ceases to be a director, officer,
        employee, or agent and shall inure to the benefit of the heirs,
        executors, and administrators of the person.

    Section 2 of Article VIII of the Registrant's Articles of Incorporation
    provides:

    Section 2.  Indemnification.  The corporation shall indemnify any of its
    directors and officers and may indemnify any of its employees and agents
    (in each case including such person's heirs, executors, administrators and
    legal representatives) who are made or threatened to be made a party to an
    action, suit or proceeding (whether civil, criminal, administrative or
    investigative) by reason of the fact that such person is or was a director,
    officer, employee or agent of the corporation or serves or served at the
    request of the corporation as a director, officer, partner, trustee,
    employee or agent of another foreign or domestic corporation, partnership,
    joint venture, trust or other enterprise, whether for profit or not, to the
    fullest extent authorized or permitted under the Act or other applicable
    law, as the same presently exist or may hereafter be amended, but, in the
    case of any such amendment, only to the extent that such amendment permits
    the corporation to provide broader indemnification rights than authorized
    or permitted before such amendment.  Without limiting the generality of the
    foregoing, the following provisions, except to the extent they limit the
    indemnity which may be provided pursuant to the foregoing, shall apply:

        2.1 -- Indemnification of Directors and Officers:  Claims by Third
        Parties.  The corporation shall, to the fullest extent authorized or
        permitted by the Act or other applicable law, as the same presently
        exist or may hereafter be amended, but, in the case of any such
        amendment, only to the extent such amendment permits the corporation to
        provide broader indemnification rights than before such amendment,
        indemnify a director or officer (the "Indemnitee") who was or is a
        party or is threatened to be made a party to a threatened, pending, or
        completed action, suit, or proceeding, whether civil, criminal,
        administrative, or investigative and whether formal or informal, other
        than an action by or in the right of the corporation, by reason of the
        fact that he or she is or was a director, officer, employee or agent of
        the corporation, or is or was serving at the request of the corporation
        as a director, officer, partner, trustee, employee, or agent of another
        foreign or domestic corporation, partnership, joint venture, trust, or
        other enterprise, whether for profit or not, against expenses,
        including attorneys' fees, judgments, penalties, fines, and amounts
        paid in settlement actually and reasonably incurred by him or her in
        connection with the action, suit, or proceeding, if the Indemnitee
        acted in good faith and in a manner he or she reasonably believed to be
        in or not opposed to the best interests of the corporation or its
        shareholders, and with respect to a criminal action





                                      II-5
<PAGE>   7
        or proceeding, if the Indemnitee had no reasonable cause
        to believe his or her conduct was unlawful.  The termination of an
        action, suit or proceeding by judgment, order, settlement, conviction,
        or upon a plea of nolo contendere or its equivalent, does not, of
        itself, create a presumption that the Indemnitee did not act in good
        faith and in a manner which he or she reasonably believed to be in or
        not opposed to the best interests of the corporation or its
        shareholders, and, with respect to a criminal action or proceeding, had
        reasonable cause to believe that his or her conduct was unlawful.

        2.2 -- Indemnification of Directors and Officers: Claims Brought By or
        In the Right of the Corporation.  The corporation shall, to the fullest
        extent authorized or permitted by the Act or other applicable law, as
        the same presently exist or may hereafter be amended, but, in the case
        of any such amendment, only to the extent such amendment permits the
        corporation to provide broader indemnification rights than before such
        amendment, indemnify a director or officer (the "Indemnitee") who was
        or is a party to or is threatened to be made a party to a threatened,
        pending, or completed action or suit by or in the right of the
        corporation to procure a judgment in its favor by reason of the fact
        that he or she is or was a director, officer, employee or agent of the
        corporation, or is or was serving at the request of the corporation as
        a director, officer, partner, trustee, employee, or agent of another
        foreign or domestic corporation, partnership, joint venture, trust, or
        other enterprise, whether for profit or not, against expenses,
        including actual and reasonable attorneys' fees, and amounts paid in
        settlement incurred by the Indemnitee in connection with the action or
        suit, if the Indemnitee acted in good faith and in a manner the
        Indemnitee reasonably believed to be in or not opposed to the best
        interests of the corporation or its shareholders.  However,
        indemnification shall not be made under this subsection 2.2 for a
        claim, issue, or matter in which the Indemnitee has been found liable
        to the corporation unless and only to the extent that the court in
        which the action or suit was brought has determined upon application
        that, despite the adjudication of liability but in view of all
        circumstances of the case, the Indemnitee is fairly and reasonably
        entitled to indemnification for the expenses which the court considers
        proper.

        2.3 -- Actions Brought by the Indemnitee.   Notwithstanding the
        provisions of subsections 2.1 and 2.2, the corporation shall not be
        required to indemnify an Indemnitee in connection with an action, suit,
        proceeding or claim (or part thereof) brought or made by such
        Indemnitee unless such action, suit, proceeding or claim (or part
        thereof): (i) was authorized by the Board of Directors of the
        corporation; or (ii) was brought or made to enforce this Section 2 and
        the Indemnitee has been successful in such action, suit, proceeding or
        claim (or part thereof).

        2.4 -- Approval of Indemnification.  An indemnification under
        subsections 2.1 or 2.2 hereof unless ordered by a court, shall be made
        by the corporation only as authorized in the specific case upon a
        determination that indemnification of the Indemnitee is proper in the
        circumstances because such Indemnitee has met the applicable standard
        of conduct set forth in subsections 2.1 or 2.2, as the case may be.
        This determination shall be made in any of the following ways:

            (a)  By a majority vote of a quorum of the Board consisting of
        directors who were not parties to the action, suit, or proceeding.





                                      II-6
<PAGE>   8
            (b)  If the quorum described in subdivision (a) is not obtainable,
        then by a majority vote of a committee of directors who are not parties
        to the action.  The committee shall consist of not less than two (2)
        disinterested directors.

            (c)  By independent legal counsel in a written opinion.

            (d)  By the shareholders.

        2.5 -- Advancement of Expenses.  Expenses incurred in defending a civil
        or criminal action, suit, or proceeding described in subsections 2.1 or
        2.2 above shall be paid by the corporation in advance of the final
        disposition of the action, suit or proceeding upon receipt of an
        undertaking by or on behalf of the Indemnitee to repay the expenses if
        it is ultimately determined that the Indemnitee is not entitled to be
        indemnified by the corporation.  The undertaking shall be by unlimited
        general obligation of the person on whose behalf advances are made but
        need not be secured.

        2.6 -- Partial Indemnification.  If an Indemnitee is entitled to
        indemnification under subsections 2.1 or 2.2 for a portion of expenses
        including attorneys' fees, judgments, penalties, fines, and amounts
        paid in settlement, but not for the total amount thereof, the
        corporation shall indemnify the Indemnitee for the portion of the
        expenses, judgments, penalties, fines, or amounts paid in settlement
        for which the Indemnitee is entitled to be indemnified.

        2.7 -- Indemnification of Employees and Agents.  Any person who is not
        covered by the foregoing provisions of this Section 2 and who is or was
        an employee or agent of the corporation, or is or was serving at the
        request of the corporation as a director, officer, partner, trustee,
        employee or agent of another foreign or domestic corporation,
        partnership, joint venture, trust or other enterprise, whether for
        profit or not, may be indemnified to the fullest extent authorized or
        permitted by the Act or other applicable law, as the same exist or may
        hereafter be amended, but, in the case of any such amendment, only to
        the extent such amendment permits the corporation to provide broader
        indemnification rights than before such amendment, but in any event
        only to the extent authorized at any time or from time to time by the
        Board of Directors.

        2.8 -- Other Rights of Indemnification.  The indemnification or
        advancement of expenses provided under subsections 2.1 through 2.7 is
        not exclusive of other rights to which a person seeking indemnification
        or advancement of expenses may be entitled under the Articles of
        Incorporation or Bylaws, or an agreement.  However, the total amount of
        expenses advanced or indemnified from all sources combined shall not
        exceed the amount of actual expenses incurred by the person seeking
        indemnification or advancement of expenses.  The indemnification
        provided for in subsections 2.1 through 2.7 continues as to a person
        who ceases to be a director, officer, employee, or agent and shall
        inure to the benefit of the heirs, executors, and administrators of the
        person.

        2.9 -- Definitions.  "Other enterprise" shall include employee benefit
        plans:  "fines" shall include any excise taxes assessed on a person
        with respect to an employee benefit plan: and "serving at the request
        of the corporation" shall include any service as a director, officer,
        employee, or agent of the corporation which imposes duties





                                      II-7
<PAGE>   9
        on, or involves services by, the director, officer, employee or
        agent with respect to an employee benefit plan, its participants or
        beneficiaries; and a person who acted in good faith and in a manner he
        or she reasonably believed to be in the interest of the participants and
        beneficiaries of an employee benefit plan shall be considered to have
        acted in a manner "not opposed to the best interests of the corporation
        or its shareholders" as referred to in subsections 2.1 and 2.2.

        2.10 -- Liability Insurance.  The corporation shall have the power to
        purchase and maintain insurance on behalf of any person who is or was a
        director, officer, employee or agent of the corporation or is or was
        serving at the request of the corporation as a director, officer,
        partner, trustee, employee or agent of another corporation,
        partnership, joint venture, trust, or other enterprise, whether for
        profit or not, against any liability asserted against and incurred by
        such person in any such capacity or arising out of such person's status
        as such, regardless of whether or not the corporation would have the
        power to indemnify such person against such liability under the
        pertinent provisions of the Act.

        2.11 -- Enforcement.  If a claim under this Section 2 is not paid in
        full by the corporation within thirty days after a written claim has
        been received by the corporation, the claimant may at any time
        thereafter bring suit against the corporation to recover the unpaid
        amount of the claim, and, if successful in whole or in part, the
        claimant shall be entitled to be paid also the expense of prosecuting
        such claim.  It shall  be a defense to any such action (other than an
        action brought to enforce a claim for expenses incurred in defending
        any proceeding in advance of its final disposition where the required
        undertaking, if any is required, has been tendered to the corporation)
        that the claimant has not met the standards of conduct which make it
        permissible under the Act for the corporation to indemnify the claimant
        for the amount claimed, but the burden of proving such defense shall be
        on the corporation.  Neither the failure of the corporation (including
        its Board of Directors, a committee thereof, independent legal counsel,
        or its shareholders) to have made a determination prior to the
        commencement of such action that indemnification of the claimant is
        proper in the circumstances because such claimant has met the
        applicable standard of conduct set forth in the Act nor an actual
        determination by the corporation (including its Board of Directors, a
        committee thereof, independent legal counsel or its shareholders) that
        the claimant has not met such applicable standard of conduct, shall be
        a defense to the action or create a presumption that the claimant has
        not met the applicable standard of conduct.

        2.12 -- Contract with the Corporation.   The right to indemnification
        conferred in this Section 2 shall be deemed to be a contract right
        between the corporation and each director or officer who serves in any
        such capacity at any time while this Section 2 is in effect, and any
        repeal or modification of this Section 2 shall not affect any rights or
        obligations then existing with respect to any state of facts then or
        theretofore existing or any action, suit or proceeding theretofore or
        thereafter brought or threatened based in whole or in part upon any
        such state of facts.

        2.13 -- Application to a Resulting or Surviving Corporation or
        Constituent Corporation.  The definition for "corporation" found in
        Section 569 of the Act, as the same exists or may hereafter be amended
        is, and shall be, specifically excluded from application to this
        Section 2.  The indemnification and other obligations set forth in this
        Section 2 of the corporation shall be binding upon any resulting or





                                      II-8
<PAGE>   10
        surviving corporation after any merger or consolidation with the
        corporation.  Notwithstanding anything to the contrary contained herein
        or in Section 569 of the Act, no person shall be entitled to the
        indemnification and other rights set forth in this Section 2 for acting
        as a director or officer of another corporation prior to such other
        corporation entering into a merger or consolidation with the
        corporation.

        2.14 -- Severability.  Each and every paragraph, sentence, term and
        provision of this Section 2 shall be considered severable in that, in
        the event that a court finds any paragraph, sentence, term or provision
        to be invalid or unenforceable, the validity and enforceability,
        operation, or effect of the remaining paragraphs, sentences, terms or
        provisions shall not be affected, and this Section 2 shall be construed
        in all respects as if such invalid or unenforceable matter had been
        omitted.

    Also in connection with the matter of director and officer indemnification,
the Registrant has entered into indemnification agreements with its officers
and directors.

    Indemnification available to a director or officer under the Registrant's
Articles of Incorporation or Bylaws could be changed without the consent of
such director or officer by amendment of the Articles of Incorporation or
Bylaws.  By contrast, the indemnification agreements are intended to create
binding obligations of the Registrant which cannot unilaterally be changed by
the Registrant.  In addition, the indemnification agreements are designed to
provide indemnification to directors and officers beyond what currently is
required by the Michigan Act or the Registrant's Articles of Incorporation.

    A summary description of certain provisions of the indemnification
agreements follows.

    The indemnification agreements require the Registrant to purchase and
maintain liability insurance coverage for the benefit of the person entering
into the agreement (the "Indemnitee").  However, the insurance coverage need
not be provided if in the reasonable business judgment of the Registrant's
Board of Directors the premium cost of such insurance is substantially
disproportionate to the coverage provided or the coverage provided is so
limited by exclusions that there is no substantial benefit to such insurance.
In such event, the Registrant agrees to provide a substitute for such liability
insurance to the extent reasonably available, which substitute may be in the
form of insurance issued by an affiliated issuer or insurance for which the
premiums may be adjusted retroactively based on claims experience, or similar
arrangements, or in the form of a trust fund or other form of funded
arrangement.  If the Registrant does not purchase and maintain in effect
liability insurance at least comparable to that which is presently in effect,
then the Registrant is obligated to indemnify the Indemnitee to the full extent
of the coverage which otherwise would have been provided for the benefit of the
Indemnitee pursuant to such insurance.

    Subject to certain limitations, an officer or director entering into such
an indemnification agreement is intended to be indemnified by the Registrant
against expenses and all other costs (including judgments, fines and
settlements) in connection with the proceedings described therein (which
include Registrant and derivative actions), without regard to whether he or she
is successful on the merits and without the necessity of a prior court
determination of entitlement to indemnification.  Accordingly, the
indemnification agreements might require indemnification even where the conduct
giving rise to the claim for indemnification was negligent, grossly negligent
or reckless.  In addition, the indemnification agreements might extend
indemnification to conduct that is alleged, but not finally adjudged by a
court, to be willful misconduct.





                                      II-9
<PAGE>   11
    Insofar as the Registrant knows, the question of the permissibility of
indemnification broader than that expressly provided for in Sections 561 and
562 of the Michigan Act has not been adjudicated by any Michigan court.  A
court might consider the fact that the Michigan Act expressly authorizes such
indemnification with respect to other proceedings but not expressly with
respect to Registrant or derivative proceedings to be indicative that such
broader indemnification rights should not be enforceable in connection with
Registrant or derivative proceedings.  Such an adjudication of unenforceability
probably would occur if and to the extent a court were to conclude that the
non-exclusivity provisions of Section 565(1) of the Michigan Act do not
authorize such broader indemnification in the agreements.  In addition, it is
possible that a court, if required to consider the issue, could conclude that
such broader indemnification, while generally permissible and enforceable even
with respect to Registrant and derivative proceedings, should not be
enforceable in one or another particular context as a matter of public policy.

    It is intended that such broader indemnification provisions of the
indemnification agreements entered into by the Registrant be fully enforceable
against the Registrant, subject to the express limitations of such agreements.
To the extent, if any, that it should be conclusively adjudicated that such
broader indemnification is prohibited by law, the Registrant would not be
required by the indemnification agreements to provide and would not provide
such indemnification.

    The granting of indemnification or its equivalent under the agreements for
judgments or settlements in derivative proceedings is circular to a certain
extent, since any recovery from an indemnified party in a derivative proceeding
inures to the benefit of the Registrant but the Registrant may also be
responsible for indemnifying the indemnified party against such recovery.

    The indemnification agreements further require the Registrant to pay
expenses incurred by the Indemnitee in defending actions subject to
indemnification promptly after request therefor in advance of a final
disposition of the action.  The Indemnitee undertakes to repay, such amounts
unless ultimately determined not to be entitled to indemnification.  The
Indemnitee's undertaking in this regard is an unlimited general obligation but
need not be secured.

    In the event that the Indemnitee is required to commence an action to
enforce the agreement and is successful, the Registrant will be obligated to
reimburse the Indemnitee for the costs and expenses, including reasonable
attorneys fees, of such action.  The indemnification agreement contains
miscellaneous other provisions including a specification of certain remedies
available to the Indemnitee and an undertaking by the Registrant to take all
necessary action, at its own expense, to secure the requisite shareholder
approval of one or more amendments to the Registrant's Articles of
Incorporation to limit the personal liability of directors of the Registrant to
the fullest extent permitted by the Michigan Act or any amendment thereof.

    Finally, the indemnification agreements provide that in the event the
Registrant shall enter into any agreement to merge or consolidate with another
company or to sell, lease, exchange, transfer or otherwise dispose of all or
substantially all of its assets, or shall adopt a plan or proposal for a
spin-off, split-up, or split-off, it will provide in any such agreement, plan
or proposal, a provision pursuant to which the successor company shall assume
the obligations of the Registrant under the indemnification agreement and that
the successor company consents to and ratifies the agreement.  Further, in the
event that a majority interest of the voting shares of the Registrant are sole
pursuant to a tender offer or purchase agreement approved or





                                     II-10
<PAGE>   12
supported by the Board of Directors of the Registrant, the Registrant is
obligated to obtain an agreement with the acquiring party pursuant to which the
acquiring party assumes the liabilities and obligations of the Registrant under
the agreement, consents to and ratifies the indemnification agreement, and
guarantees the full, prompt and faithful payment, performance and discharge of
each of the provisions and conditions of the agreement.

    In connection with the Registrant's acquisition in December 1993 of Dixons
U.S. Holdings, Inc. ("DUS") via the issuance of shares (the "Share Issuance"),
the Registrant agreed to certain indemnification and insurance arrangements.
The Registrant agreed to use its best efforts to obtain and maintain, for a
period of six years after the Share Issuance, a policy or policies of
directors' and officers' liability insurance ("D&O Insurance") insuring the
past directors and officers of DUS and its subsidiaries, on terms no less
favorable to the directors and officers than those of the Registrant's present
D&O Insurance policy.  However, in no event shall the Registrant be obligated
to pay an annual cost of D&O Insurance in excess of $125,000.  If D&O Insurance
with this coverage and premium limit is not available to the Registrant, the
Registrant must obtain the maximum insurance coverage available for $125,000
per year.

    Also as part of the Share Issuance, the Registrant will be obligated to
indemnify the persons who prior to the Share Issuance were directors and
officers of DUS and its subsidiaries against liabilities arising out of their
service as such, to the extent that the D&O Insurance policy does not pay such
liability (unless the failure to pay is due to a breach of any obligation to
cooperate or assist in defense and settlement, or a refusal to consent to a
monetary settlement approved by the insurer).  The Registrant's indemnification
liability will be no broader than the most restrictive of the indemnification
provisions (a) of the Registrant's present bylaws, or (b) under applicable
Michigan law.


ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

    Not applicable.

ITEM 8.   EXHIBITS

        The exhibits filed herewith are set forth on the exhibit index filed as
part of this registration statement.

ITEM 9.   UNDERTAKINGS

        (a)     The undersigned registrant hereby undertakes:

                (1)  To file, during any period in which offers or sales are
        being made, a post-effective amendment to this registration statement
        to include any material information with respect to the plan of
        distribution not previously disclosed in the registration statement or
        any material change to such information in the registration statement.

                (2)  That, for the purpose of determining any liability under
        the Securities Act of 1933, each such post-effective amendment shall be
        deemed to be a new registration statement relating to the securities
        offered therein, and the offering of such securities at that time shall
        be deemed to be the initial bona fide offering thereof.





                                     II-11
<PAGE>   13
                (3)  To remove from registration by means of a post-effective
        amendment any of the securities being registered which remain unsold at
        the termination of the offering.

        (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(e) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

        (c)     Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.





                                     II-12
<PAGE>   14
                                   SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Brighton, State of Michigan, on the 3rd day of
November, 1994.

Date:  November 3, 1994                    FRETTER, INC.


                                        By:  /s/ John B. Hurley 
                                           ------------------------------------
                                             John B. Hurley,
                                             President and Chief Executive
                                              Officer

    Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.


<TABLE>
<CAPTION>
NAME                                                      TITLE                                        DATE
- ----                                                      -----                                        ----
<S>                                       <C>                                                        <C>
/s/ Ernest L. Grove, Jr.                   Chairman of the Board of Directors                         November 3, 
- ----------------------------------                                                                      1994
  Ernest L. Grove, Jr.                                                                                    

/s/ John B. Hurley                          President, Chief Executive Officer, Chief                 November 3,
- ----------------------------------          Financial Officer and Director                              1994 
    John B. Hurley                              

/s/ Dale R. Campbell                        Executive Vice President, Treasurer,                      November 3,
- ----------------------------------          Principal Accounting Officer and Director                   1994 
    Dale R. Campbell
                        
/s/ Oliver L. Fretter                       Director                                                  November 3, 
- ----------------------------------                                                                      1994
    Oliver L. Fretter

/s/ Peter A. Dow                            Director                                                  November 3, 
- ----------------------------------                                                                      1994
    Peter A. Dow

                                            Director                                                  November 3, 
- ----------------------------------                                                                      1994 
Brian K. Friedman

                                            Director                                                  November 3, 
- ----------------------------------                                                                      1994 
Robert Shrager

</TABLE>




                                     II-13
<PAGE>   15
                                 FRETTER, INC.

                                 EXHIBIT INDEX


<TABLE>
<Caption

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

                                                        Incorporated                                        Page 
Exhibit                                                  Herein by                   Filed                 Number 
  No.                     Description                   Reference to:               Herewith               Herein
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
<S>           <C>                                     <C>                         <C>                   <C>
 5.0          Opinion of Jaffe, Raitt, Heuer &                                         X 
              Weiss, Professional Corporation,
              regarding legality of the 
              Common Stock

24.1          Consent of Jaffe, Raitt, Heuer &                                         X                 See Exhibit
              Weiss, Professional Corporation                                                            5.0

24.2          Consent of Price Waterhouse  LLP                                         X

</TABLE>





                                     II-14
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 50133}]
{"company-data": {"conformed-name": "FRETTER INC", "cik": "0000790815", "assigned-sic": "5731", "irs-number": "381557359", "state-of-incorporation": "MI", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-56307", "film-number": "94557496"}, "business-address": {"street1": "12501 GRAND RIVER", "city": "BRIGHTON", "state": "MI", "zip": "48116", "phone": "8102205010"}, "mail-address": {"street1": "12501 GRAND RIVER AVE", "city": "BRIGHTON", "state": "MI", "zip": "48116"}}
1

    As filed with the Securities and Exchange Commission on November 3, 1994

                   Registration Statement No. 33-____________

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                                                  

                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                                                   

                                 FRETTER, INC.
             (Exact name of registrant as specified in its charter)

MICHIGAN                                                             38-1557359
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                               12501 GRAND RIVER
                            BRIGHTON, MICHIGAN 48116
                                 (810) 220-5000
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                  FRETTER, INC. 1993 LONG TERM INCENTIVE PLAN
                            (Full title of the plan)
                                                                    
                              STUART GARSON, ESQ.
                                General Counsel
                                 Fretter, Inc.
                               12501 Grand River
                            Brighton, Michigan 48116
                                 (810) 220-5010

           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                        COPIES OF ALL COMMUNICATIONS TO:

                             DAVID D. WARNER, ESQ.
                          Jaffe, Raitt, Heuer & Weiss
                            Professional Corporation
                        One Woodward Avenue, Suite 2400
                            Detroit, Michigan  48226
                                 (313) 961-8380

                       CALCULATION OF REGISTRATION FEE
Title of Securities           Amount to be                Proposed Maximum               Proposed Maximum            Amount of 
to be Registered               Registered             Offering Price Per Share(1)     Aggregate Offering Price    Registration Fee
- -------------------           -------------           ------------------------        ------------------------    ----------------
Common Stock                  3,264,000               1,785,000 @ $0.98               $6,748,631.30(1)            $2,327.12(1)
                                                      1,006,550 @ $3.50
                                                        472,450 @ $3.125
(1)   The offering price and the registration fee have been calculated pursuant
to Rule 457(h) based on the average of the high and low prices reported on the
Nasdaq NMS on November 1, 1994.

In addition, pursuant to Rule 416(a) under the Securities Act of 1983, this
registration statement also covers any additional indeterminate number of
shares as may be issued as a result of the antidilution provisions of the 1993
Plan.
2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

        The following documents filed with the Commission are incorporated
herein by reference:

        (a) The Company's Annual Report on Form 10-K for its fiscal year ended
January 31, 1994.

        (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual report
referred to in (a) above.

        (c) The description of the Company's Common Stock contained in the
Company's registration statement under Section 12 of the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.

        In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
registration statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated herein
by reference and to be a part hereof from the date of filing of such documents.

        Any statement contained in a document incorporated, or deemed to be
incorporated, by reference herein shall be deemed to be modified or superseded
to the extent that a statement contained herein or in any subsequently filed
document which also is, or is deemed to be, incorporated by reference herein
modifies or supersedes such statement.  Except as so modified or superseded,
such statement shall not be deemed to constitute a part of the Prospectus or
registration statement.

ITEM 4.   DESCRIPTION OF COMMON STOCK

        The Company's Common Stock is registered under Section 12 of the
Exchange Act.

ITEM 5.   EXPERTS

        The financial statements incorporated in this registration statement by
reference to the Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 1994 have been so incorporated in reliance on the report of Price
Waterhouse LLP, independent accountants, given on the authority of said firm as
experts in auditing and accounting.

                                      II-1
3
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS

    Sections 561-565 of the Michigan Business Corporation Act (MCLA Section
Section 451.1561 - .1566) provide:

        450.1561  INDEMNIFICATION OF CERTAIN PERSONS GENERALLY.

        Section 561.  A corporation has the power to indemnify a person who was
        or is a party or is threatened to be made a party to a threatened,
        pending, or completed action, suit, or proceeding, whether civil,
        criminal, administrative, or investigative and whether formal or
        informal, other than an action by or in the right of the corporation, by
        reason of the fact that he or she is or was a director, officer,
        employee, or agent of the corporation, or is or was serving at the
        request of the corporation as a director, officer, partner, trustee,
        employee, or agent of another foreign or domestic corporation,
        partnership, joint venture, trust, or other enterprise, whether for
        profit or not, against expenses, including attorneys' fees, judgments,
        penalties, fines and amounts paid in settlement actually and reasonably
        incurred by him or her in connection with the action, suit, or
        proceeding, if the person acted in good faith and in a manner he or she
        reasonably believed to be in or not opposed to the best interests of
        the corporation or its shareholders, and with respect to a criminal
        action or proceeding, if the person had no reasonable cause to believe
        his or her conduct was unlawful.  The termination of an action, suit,
        or proceeding by judgment, order, settlement, conviction or upon a plea
        of nolo contendere or its equivalent does not, of itself, create a
        presumption that the person did not act in good faith and in a manner
        which he or she reasonably believed to be in or not opposed to the best
        interests of the corporation or its shareholders, and, with respect to
        a criminal action or proceeding, had reasonable cause to believe that
        his or her conduct was unlawful.

        450.1562  ADDITIONAL PROVISIONS FOR INDEMNIFICATION OF CERTAIN PERSONS.

        Section 562.  A corporation has the power to indemnify a person who was
        or is a party or is threatened to be made a party to a threatened,
        pending, or completed action or suit by or in the right of the
        corporation to procure a judgment in its favor by reason of the fact
        that he or she is or was a director, officer, employee, or agent of the
        corporation, or is or was serving at the request of the corporation as
        a director, officer, partner, trustee, employee, or agent of another
        foreign or domestic corporation, partnership, joint venture, trust, or
        other enterprise, whether for profit or not, against expenses,
        including attorneys' fees, and amounts paid in settlement actually and
        reasonably incurred by the person in connection with the action or
        suit, if the person acted in good faith and in a manner the person
        reasonably believed to be in or not opposed to the best interests of
        the corporation or its shareholders.  Indemnification shall not be made
        for a claim, issue, or matter in which the person has been found liable
        to the corporation except to the extent authorized in Section 564c.

                                      II-2
4
        450.1563  INDEMNIFICATION AGAINST ACTUAL AND REASONABLE EXPENSES.

        Section 563.  To the extent that a director, officer, employee, or
        agent of a corporation has been successful on the merits or otherwise
        in defense of an action, suit, or proceeding referred to in Section 561
        or 562, or in defense of a claim, issue, or matter in the action, suit,
        or proceeding, he or she shall be indemnified against actual and
        reasonable expenses, including attorneys' fees, incurred by him or her
        in connection with the action, suit, or proceeding and an action, suit,
        or proceeding brought to enforce the mandatory indemnification provided
        in this section.

        450.1564A  INDEMNIFICATION UNDER SECTION SECTION  450.561 OR 450.562;
        DETERMINATION AND EVALUATION; DESIGNATION OF COMMITTEE OR SELECTION OF
        INDEPENDENT LEGAL COUNSEL PARTIAL INDEMNIFICATION.

        Section 564(a).  (1)  An indemnification under section 561 or 562,
        unless ordered by the Court shall be made by the corporation only as
        authorized in the specific case upon a determination that
        indemnification of the director, officer, employee, or agent is proper
        in the circumstances because he or she has met the applicable standard
        of conduct set forth in sections 561 and 562 and upon an evaluation of
        the reasonableness of expenses and amounts paid in settlement.  This
        determination and evaluation shall be made in any of the following
        ways:

            (a)  By a majority vote of a quorum of the board consisting of
            directors who are not parties or threatened to be made parties to
            the action, suit or proceeding.

            (b)  If a quorum cannot be obtained under subdivision (a), by
            majority vote of a committee duly designated by the board and
            consisting solely of two or more directors not at the time parties
            or threatened to be made parties to the action, suit, or
            proceeding.

            (c)  By independent legal counsel in a written opinion, which
            counsel shall be selected in one of the following ways:

                (i)  By the board or its committee in the manner prescribed in
                subdivision (a) or (b).

                (ii)  If a quorum of the board cannot be obtained under
                subdivision (a) and a committee cannot be designated under
                subdivision (b), by the board.

            (d)  By all independent directors who are not parties or threatened
            to be made parties to the action, suit or proceeding.

            (e)  By the shareholders, but shares held by directors, offices,
            employees, or agents who are parties or threatened to be made
            parties to the action, suit, or proceeding may not be voted.

                                      II-3
5
        (2)  In the designation of a committee under subsection (1)(b) or in
        the selection of independent legal counsel under subsection (1)(c)(ii),
        all directors may participate.

        (3)  If a person is entitled to indemnification under Section 561 or
        562 for a portion of expenses, including reasonable attorneys' fees,
        judgments, penalties, fines, and amounts paid in settlement, but not
        for the total amount, the corporation may indemnify the person for the
        portion of the expenses, judgments, penalties, fines, and amounts paid
        in settlement, but not for the total amount, the corporation may
        indemnify the person for the portion of the expenses, judgments,
        penalties, fines or amounts paid in settlement for which the person is
        entitled to be indemnified.

        450.1564B  PAYMENT OR REIMBURSEMENT OF A PARTY IN ADVANCE OF FINAL
        DISPOSITION OF PROCEEDING; UNDERTAKING AS UNLIMITED GENERAL OBLIGATION;
        DETERMINATIONS OF PAYMENTS.

        Section 564b.  (1)  A corporation may pay or reimburse the reasonable
        expenses incurred by a director, officer, employee, or agent who is a
        party or threatened  to be made a party to an action, suit, or
        proceeding in advance of final disposition of the proceeding if all of
        the following apply:

            (a)  The person furnishes the corporation a written affirmation of
            his or her good faith belief that he or she has met the applicable
            standard of conduct set forth in sections 561 and 562.

            (b)  The person furnishes the corporation a written undertaking,
            executed personally or on his or her behalf, to repay the advance
            if it is ultimately determined that he or she did not meet the
            standard of conduct.

            (c)  A determination is made that the facts then known to those
            making the determination would not preclude indemnification under
            this act.

        (2)  The undertaking required by subsection(1)(b) must be an unlimited
        general obligation of the person but need not be secured.

        (3)  Determinations of payments under this section shall be made in the
        manner specified in section 564a.

        450.1564C  APPLICATION FOR INDEMNIFICATION TO COURT; DETERMINATION.

        Section 564c.  A director, officer, employee, or agent of the
        corporation who is a party or threatened to be made a party to an
        action, suit, or proceeding may apply for indemnification to the court
        conducting the proceeding or to another court of competent
        jurisdiction.  On receipt of an application, the court after giving any
        notice it considers necessary may order indemnification if it
        determines that the person is fairly and reasonably entitled to
        indemnification in view of all the relevant circumstances, whether or
        not he or she met the applicable standard of conduct set forth in
        sections 561 and 562 or was adjudged liable as described in section
        562, but if he or she was adjudicated liable, his or her
        indemnification is limited to reasonable expenses incurred.

                                      II-4
6
        450.1565  LIMITATION ON TOTAL AMOUNT OF EXPENSES ADVANCED OR
        INDEMNIFIED; DURATION OF INDEMNIFICATION.

        Section 565.  (1)  The indemnification or advancement of expenses
        provided under sections 561 to 564c is not exclusive of other rights to
        which a person seeking indemnification or advancement of expenses may
        be entitled under the articles of incorporation, bylaws, or a
        contractual agreement.  The total amount of expenses advanced or
        indemnified from all sources combined shall not exceed the amount of
        actual expenses incurred by the person seeking indemnification or
        advancement of expenses.

            (2)  The indemnification provided for in sections 561 to 565
        continues as to a person who ceases to be a director, officer,
        employee, or agent and shall inure to the benefit of the heirs,
        executors, and administrators of the person.

    Section 2 of Article VIII of the Registrant's Articles of Incorporation
    provides:

    Section 2.  Indemnification.  The corporation shall indemnify any of its
    directors and officers and may indemnify any of its employees and agents
    (in each case including such person's heirs, executors, administrators and
    legal representatives) who are made or threatened to be made a party to an
    action, suit or proceeding (whether civil, criminal, administrative or
    investigative) by reason of the fact that such person is or was a director,
    officer, employee or agent of the corporation or serves or served at the
    request of the corporation as a director, officer, partner, trustee,
    employee or agent of another foreign or domestic corporation, partnership,
    joint venture, trust or other enterprise, whether for profit or not, to the
    fullest extent authorized or permitted under the Act or other applicable
    law, as the same presently exist or may hereafter be amended, but, in the
    case of any such amendment, only to the extent that such amendment permits
    the corporation to provide broader indemnification rights than authorized
    or permitted before such amendment.  Without limiting the generality of the
    foregoing, the following provisions, except to the extent they limit the
    indemnity which may be provided pursuant to the foregoing, shall apply:

        2.1 -- Indemnification of Directors and Officers:  Claims by Third
        Parties.  The corporation shall, to the fullest extent authorized or
        permitted by the Act or other applicable law, as the same presently
        exist or may hereafter be amended, but, in the case of any such
        amendment, only to the extent such amendment permits the corporation to
        provide broader indemnification rights than before such amendment,
        indemnify a director or officer (the "Indemnitee") who was or is a
        party or is threatened to be made a party to a threatened, pending, or
        completed action, suit, or proceeding, whether civil, criminal,
        administrative, or investigative and whether formal or informal, other
        than an action by or in the right of the corporation, by reason of the
        fact that he or she is or was a director, officer, employee or agent of
        the corporation, or is or was serving at the request of the corporation
        as a director, officer, partner, trustee, employee, or agent of another
        foreign or domestic corporation, partnership, joint venture, trust, or
        other enterprise, whether for profit or not, against expenses,
        including attorneys' fees, judgments, penalties, fines, and amounts
        paid in settlement actually and reasonably incurred by him or her in
        connection with the action, suit, or proceeding, if the Indemnitee
        acted in good faith and in a manner he or she reasonably believed to be
        in or not opposed to the best interests of the corporation or its
        shareholders, and with respect to a criminal action

                                      II-5
7
        or proceeding, if the Indemnitee had no reasonable cause
        to believe his or her conduct was unlawful.  The termination of an
        action, suit or proceeding by judgment, order, settlement, conviction,
        or upon a plea of nolo contendere or its equivalent, does not, of
        itself, create a presumption that the Indemnitee did not act in good
        faith and in a manner which he or she reasonably believed to be in or
        not opposed to the best interests of the corporation or its
        shareholders, and, with respect to a criminal action or proceeding, had
        reasonable cause to believe that his or her conduct was unlawful.

        2.2 -- Indemnification of Directors and Officers: Claims Brought By or
        In the Right of the Corporation.  The corporation shall, to the fullest
        extent authorized or permitted by the Act or other applicable law, as
        the same presently exist or may hereafter be amended, but, in the case
        of any such amendment, only to the extent such amendment permits the
        corporation to provide broader indemnification rights than before such
        amendment, indemnify a director or officer (the "Indemnitee") who was
        or is a party to or is threatened to be made a party to a threatened,
        pending, or completed action or suit by or in the right of the
        corporation to procure a judgment in its favor by reason of the fact
        that he or she is or was a director, officer, employee or agent of the
        corporation, or is or was serving at the request of the corporation as
        a director, officer, partner, trustee, employee, or agent of another
        foreign or domestic corporation, partnership, joint venture, trust, or
        other enterprise, whether for profit or not, against expenses,
        including actual and reasonable attorneys' fees, and amounts paid in
        settlement incurred by the Indemnitee in connection with the action or
        suit, if the Indemnitee acted in good faith and in a manner the
        Indemnitee reasonably believed to be in or not opposed to the best
        interests of the corporation or its shareholders.  However,
        indemnification shall not be made under this subsection 2.2 for a
        claim, issue, or matter in which the Indemnitee has been found liable
        to the corporation unless and only to the extent that the court in
        which the action or suit was brought has determined upon application
        that, despite the adjudication of liability but in view of all
        circumstances of the case, the Indemnitee is fairly and reasonably
        entitled to indemnification for the expenses which the court considers
        proper.

        2.3 -- Actions Brought by the Indemnitee.   Notwithstanding the
        provisions of subsections 2.1 and 2.2, the corporation shall not be
        required to indemnify an Indemnitee in connection with an action, suit,
        proceeding or claim (or part thereof) brought or made by such
        Indemnitee unless such action, suit, proceeding or claim (or part
        thereof): (i) was authorized by the Board of Directors of the
        corporation; or (ii) was brought or made to enforce this Section 2 and
        the Indemnitee has been successful in such action, suit, proceeding or
        claim (or part thereof).

        2.4 -- Approval of Indemnification.  An indemnification under
        subsections 2.1 or 2.2 hereof unless ordered by a court, shall be made
        by the corporation only as authorized in the specific case upon a
        determination that indemnification of the Indemnitee is proper in the
        circumstances because such Indemnitee has met the applicable standard
        of conduct set forth in subsections 2.1 or 2.2, as the case may be.
        This determination shall be made in any of the following ways:

            (a)  By a majority vote of a quorum of the Board consisting of
        directors who were not parties to the action, suit, or proceeding.

                                      II-6
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            (b)  If the quorum described in subdivision (a) is not obtainable,
        then by a majority vote of a committee of directors who are not parties
        to the action.  The committee shall consist of not less than two (2)
        disinterested directors.

            (c)  By independent legal counsel in a written opinion.

            (d)  By the shareholders.

        2.5 -- Advancement of Expenses.  Expenses incurred in defending a civil
        or criminal action, suit, or proceeding described in subsections 2.1 or
        2.2 above shall be paid by the corporation in advance of the final
        disposition of the action, suit or proceeding upon receipt of an
        undertaking by or on behalf of the Indemnitee to repay the expenses if
        it is ultimately determined that the Indemnitee is not entitled to be
        indemnified by the corporation.  The undertaking shall be by unlimited
        general obligation of the person on whose behalf advances are made but
        need not be secured.

        2.6 -- Partial Indemnification.  If an Indemnitee is entitled to
        indemnification under subsections 2.1 or 2.2 for a portion of expenses
        including attorneys' fees, judgments, penalties, fines, and amounts
        paid in settlement, but not for the total amount thereof, the
        corporation shall indemnify the Indemnitee for the portion of the
        expenses, judgments, penalties, fines, or amounts paid in settlement
        for which the Indemnitee is entitled to be indemnified.

        2.7 -- Indemnification of Employees and Agents.  Any person who is not
        covered by the foregoing provisions of this Section 2 and who is or was
        an employee or agent of the corporation, or is or was serving at the
        request of the corporation as a director, officer, partner, trustee,
        employee or agent of another foreign or domestic corporation,
        partnership, joint venture, trust or other enterprise, whether for
        profit or not, may be indemnified to the fullest extent authorized or
        permitted by the Act or other applicable law, as the same exist or may
        hereafter be amended, but, in the case of any such amendment, only to
        the extent such amendment permits the corporation to provide broader
        indemnification rights than before such amendment, but in any event
        only to the extent authorized at any time or from time to time by the
        Board of Directors.

        2.8 -- Other Rights of Indemnification.  The indemnification or
        advancement of expenses provided under subsections 2.1 through 2.7 is
        not exclusive of other rights to which a person seeking indemnification
        or advancement of expenses may be entitled under the Articles of
        Incorporation or Bylaws, or an agreement.  However, the total amount of
        expenses advanced or indemnified from all sources combined shall not
        exceed the amount of actual expenses incurred by the person seeking
        indemnification or advancement of expenses.  The indemnification
        provided for in subsections 2.1 through 2.7 continues as to a person
        who ceases to be a director, officer, employee, or agent and shall
        inure to the benefit of the heirs, executors, and administrators of the
        person.

        2.9 -- Definitions.  "Other enterprise" shall include employee benefit
        plans:  "fines" shall include any excise taxes assessed on a person
        with respect to an employee benefit plan: and "serving at the request
        of the corporation" shall include any service as a director, officer,
        employee, or agent of the corporation which imposes duties

                                      II-7
9
        on, or involves services by, the director, officer, employee or
        agent with respect to an employee benefit plan, its participants or
        beneficiaries; and a person who acted in good faith and in a manner he
        or she reasonably believed to be in the interest of the participants and
        beneficiaries of an employee benefit plan shall be considered to have
        acted in a manner "not opposed to the best interests of the corporation
        or its shareholders" as referred to in subsections 2.1 and 2.2.

        2.10 -- Liability Insurance.  The corporation shall have the power to
        purchase and maintain insurance on behalf of any person who is or was a
        director, officer, employee or agent of the corporation or is or was
        serving at the request of the corporation as a director, officer,
        partner, trustee, employee or agent of another corporation,
        partnership, joint venture, trust, or other enterprise, whether for
        profit or not, against any liability asserted against and incurred by
        such person in any such capacity or arising out of such person's status
        as such, regardless of whether or not the corporation would have the
        power to indemnify such person against such liability under the
        pertinent provisions of the Act.

        2.11 -- Enforcement.  If a claim under this Section 2 is not paid in
        full by the corporation within thirty days after a written claim has
        been received by the corporation, the claimant may at any time
        thereafter bring suit against the corporation to recover the unpaid
        amount of the claim, and, if successful in whole or in part, the
        claimant shall be entitled to be paid also the expense of prosecuting
        such claim.  It shall  be a defense to any such action (other than an
        action brought to enforce a claim for expenses incurred in defending
        any proceeding in advance of its final disposition where the required
        undertaking, if any is required, has been tendered to the corporation)
        that the claimant has not met the standards of conduct which make it
        permissible under the Act for the corporation to indemnify the claimant
        for the amount claimed, but the burden of proving such defense shall be
        on the corporation.  Neither the failure of the corporation (including
        its Board of Directors, a committee thereof, independent legal counsel,
        or its shareholders) to have made a determination prior to the
        commencement of such action that indemnification of the claimant is
        proper in the circumstances because such claimant has met the
        applicable standard of conduct set forth in the Act nor an actual
        determination by the corporation (including its Board of Directors, a
        committee thereof, independent legal counsel or its shareholders) that
        the claimant has not met such applicable standard of conduct, shall be
        a defense to the action or create a presumption that the claimant has
        not met the applicable standard of conduct.

        2.12 -- Contract with the Corporation.   The right to indemnification
        conferred in this Section 2 shall be deemed to be a contract right
        between the corporation and each director or officer who serves in any
        such capacity at any time while this Section 2 is in effect, and any
        repeal or modification of this Section 2 shall not affect any rights or
        obligations then existing with respect to any state of facts then or
        theretofore existing or any action, suit or proceeding theretofore or
        thereafter brought or threatened based in whole or in part upon any
        such state of facts.

        2.13 -- Application to a Resulting or Surviving Corporation or
        Constituent Corporation.  The definition for "corporation" found in
        Section 569 of the Act, as the same exists or may hereafter be amended
        is, and shall be, specifically excluded from application to this
        Section 2.  The indemnification and other obligations set forth in this
        Section 2 of the corporation shall be binding upon any resulting or

                                      II-8
10
        surviving corporation after any merger or consolidation with the
        corporation.  Notwithstanding anything to the contrary contained herein
        or in Section 569 of the Act, no person shall be entitled to the
        indemnification and other rights set forth in this Section 2 for acting
        as a director or officer of another corporation prior to such other
        corporation entering into a merger or consolidation with the
        corporation.

        2.14 -- Severability.  Each and every paragraph, sentence, term and
        provision of this Section 2 shall be considered severable in that, in
        the event that a court finds any paragraph, sentence, term or provision
        to be invalid or unenforceable, the validity and enforceability,
        operation, or effect of the remaining paragraphs, sentences, terms or
        provisions shall not be affected, and this Section 2 shall be construed
        in all respects as if such invalid or unenforceable matter had been
        omitted.

    Also in connection with the matter of director and officer indemnification,
the Registrant has entered into indemnification agreements with its officers
and directors.

    Indemnification available to a director or officer under the Registrant's
Articles of Incorporation or Bylaws could be changed without the consent of
such director or officer by amendment of the Articles of Incorporation or
Bylaws.  By contrast, the indemnification agreements are intended to create
binding obligations of the Registrant which cannot unilaterally be changed by
the Registrant.  In addition, the indemnification agreements are designed to
provide indemnification to directors and officers beyond what currently is
required by the Michigan Act or the Registrant's Articles of Incorporation.

    A summary description of certain provisions of the indemnification
agreements follows.

    The indemnification agreements require the Registrant to purchase and
maintain liability insurance coverage for the benefit of the person entering
into the agreement (the "Indemnitee").  However, the insurance coverage need
not be provided if in the reasonable business judgment of the Registrant's
Board of Directors the premium cost of such insurance is substantially
disproportionate to the coverage provided or the coverage provided is so
limited by exclusions that there is no substantial benefit to such insurance.
In such event, the Registrant agrees to provide a substitute for such liability
insurance to the extent reasonably available, which substitute may be in the
form of insurance issued by an affiliated issuer or insurance for which the
premiums may be adjusted retroactively based on claims experience, or similar
arrangements, or in the form of a trust fund or other form of funded
arrangement.  If the Registrant does not purchase and maintain in effect
liability insurance at least comparable to that which is presently in effect,
then the Registrant is obligated to indemnify the Indemnitee to the full extent
of the coverage which otherwise would have been provided for the benefit of the
Indemnitee pursuant to such insurance.

    Subject to certain limitations, an officer or director entering into such
an indemnification agreement is intended to be indemnified by the Registrant
against expenses and all other costs (including judgments, fines and
settlements) in connection with the proceedings described therein (which
include Registrant and derivative actions), without regard to whether he or she
is successful on the merits and without the necessity of a prior court
determination of entitlement to indemnification.  Accordingly, the
indemnification agreements might require indemnification even where the conduct
giving rise to the claim for indemnification was negligent, grossly negligent
or reckless.  In addition, the indemnification agreements might extend
indemnification to conduct that is alleged, but not finally adjudged by a
court, to be willful misconduct.

                                      II-9
11
    Insofar as the Registrant knows, the question of the permissibility of
indemnification broader than that expressly provided for in Sections 561 and
562 of the Michigan Act has not been adjudicated by any Michigan court.  A
court might consider the fact that the Michigan Act expressly authorizes such
indemnification with respect to other proceedings but not expressly with
respect to Registrant or derivative proceedings to be indicative that such
broader indemnification rights should not be enforceable in connection with
Registrant or derivative proceedings.  Such an adjudication of unenforceability
probably would occur if and to the extent a court were to conclude that the
non-exclusivity provisions of Section 565(1) of the Michigan Act do not
authorize such broader indemnification in the agreements.  In addition, it is
possible that a court, if required to consider the issue, could conclude that
such broader indemnification, while generally permissible and enforceable even
with respect to Registrant and derivative proceedings, should not be
enforceable in one or another particular context as a matter of public policy.

    It is intended that such broader indemnification provisions of the
indemnification agreements entered into by the Registrant be fully enforceable
against the Registrant, subject to the express limitations of such agreements.
To the extent, if any, that it should be conclusively adjudicated that such
broader indemnification is prohibited by law, the Registrant would not be
required by the indemnification agreements to provide and would not provide
such indemnification.

    The granting of indemnification or its equivalent under the agreements for
judgments or settlements in derivative proceedings is circular to a certain
extent, since any recovery from an indemnified party in a derivative proceeding
inures to the benefit of the Registrant but the Registrant may also be
responsible for indemnifying the indemnified party against such recovery.

    The indemnification agreements further require the Registrant to pay
expenses incurred by the Indemnitee in defending actions subject to
indemnification promptly after request therefor in advance of a final
disposition of the action.  The Indemnitee undertakes to repay, such amounts
unless ultimately determined not to be entitled to indemnification.  The
Indemnitee's undertaking in this regard is an unlimited general obligation but
need not be secured.

    In the event that the Indemnitee is required to commence an action to
enforce the agreement and is successful, the Registrant will be obligated to
reimburse the Indemnitee for the costs and expenses, including reasonable
attorneys fees, of such action.  The indemnification agreement contains
miscellaneous other provisions including a specification of certain remedies
available to the Indemnitee and an undertaking by the Registrant to take all
necessary action, at its own expense, to secure the requisite shareholder
approval of one or more amendments to the Registrant's Articles of
Incorporation to limit the personal liability of directors of the Registrant to
the fullest extent permitted by the Michigan Act or any amendment thereof.

    Finally, the indemnification agreements provide that in the event the
Registrant shall enter into any agreement to merge or consolidate with another
company or to sell, lease, exchange, transfer or otherwise dispose of all or
substantially all of its assets, or shall adopt a plan or proposal for a
spin-off, split-up, or split-off, it will provide in any such agreement, plan
or proposal, a provision pursuant to which the successor company shall assume
the obligations of the Registrant under the indemnification agreement and that
the successor company consents to and ratifies the agreement.  Further, in the
event that a majority interest of the voting shares of the Registrant are sole
pursuant to a tender offer or purchase agreement approved or

                                     II-10
12
supported by the Board of Directors of the Registrant, the Registrant is
obligated to obtain an agreement with the acquiring party pursuant to which the
acquiring party assumes the liabilities and obligations of the Registrant under
the agreement, consents to and ratifies the indemnification agreement, and
guarantees the full, prompt and faithful payment, performance and discharge of
each of the provisions and conditions of the agreement.

    In connection with the Registrant's acquisition in December 1993 of Dixons
U.S. Holdings, Inc. ("DUS") via the issuance of shares (the "Share Issuance"),
the Registrant agreed to certain indemnification and insurance arrangements.
The Registrant agreed to use its best efforts to obtain and maintain, for a
period of six years after the Share Issuance, a policy or policies of
directors' and officers' liability insurance ("D&O Insurance") insuring the
past directors and officers of DUS and its subsidiaries, on terms no less
favorable to the directors and officers than those of the Registrant's present
D&O Insurance policy.  However, in no event shall the Registrant be obligated
to pay an annual cost of D&O Insurance in excess of $125,000.  If D&O Insurance
with this coverage and premium limit is not available to the Registrant, the
Registrant must obtain the maximum insurance coverage available for $125,000
per year.

    Also as part of the Share Issuance, the Registrant will be obligated to
indemnify the persons who prior to the Share Issuance were directors and
officers of DUS and its subsidiaries against liabilities arising out of their
service as such, to the extent that the D&O Insurance policy does not pay such
liability (unless the failure to pay is due to a breach of any obligation to
cooperate or assist in defense and settlement, or a refusal to consent to a
monetary settlement approved by the insurer).  The Registrant's indemnification
liability will be no broader than the most restrictive of the indemnification
provisions (a) of the Registrant's present bylaws, or (b) under applicable
Michigan law.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

    Not applicable.

ITEM 8.   EXHIBITS

        The exhibits filed herewith are set forth on the exhibit index filed as
part of this registration statement.

ITEM 9.   UNDERTAKINGS

        (a)     The undersigned registrant hereby undertakes:

                (1)  To file, during any period in which offers or sales are
        being made, a post-effective amendment to this registration statement
        to include any material information with respect to the plan of
        distribution not previously disclosed in the registration statement or
        any material change to such information in the registration statement.

                (2)  That, for the purpose of determining any liability under
        the Securities Act of 1933, each such post-effective amendment shall be
        deemed to be a new registration statement relating to the securities
        offered therein, and the offering of such securities at that time shall
        be deemed to be the initial bona fide offering thereof.

                                     II-11
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                (3)  To remove from registration by means of a post-effective
        amendment any of the securities being registered which remain unsold at
        the termination of the offering.

        (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(e) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

        (c)     Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.

                                     II-12
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                                   SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Brighton, State of Michigan, on the 3rd day of
November, 1994.

Date:  November 3, 1994                    FRETTER, INC.

                                        By:  /s/ John B. Hurley 
                                           ------------------------------------
                                             John B. Hurley,
                                             President and Chief Executive
                                              Officer

    Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.
NAME                                                      TITLE                                        DATE
- ----                                                      -----                                        ----
/s/ Ernest L. Grove, Jr.                   Chairman of the Board of Directors                         November 3, 
- ----------------------------------                                                                      1994
  Ernest L. Grove, Jr.                                                                                    

/s/ John B. Hurley                          President, Chief Executive Officer, Chief                 November 3,
- ----------------------------------          Financial Officer and Director                              1994 
    John B. Hurley                              

/s/ Dale R. Campbell                        Executive Vice President, Treasurer,                      November 3,
- ----------------------------------          Principal Accounting Officer and Director                   1994 
    Dale R. Campbell
                        
/s/ Oliver L. Fretter                       Director                                                  November 3, 
- ----------------------------------                                                                      1994
    Oliver L. Fretter

/s/ Peter A. Dow                            Director                                                  November 3, 
- ----------------------------------                                                                      1994
    Peter A. Dow

                                            Director                                                  November 3, 
- ----------------------------------                                                                      1994 
Brian K. Friedman

                                            Director                                                  November 3, 
- ----------------------------------                                                                      1994 
Robert Shrager
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                                 FRETTER, INC.

                                 EXHIBIT INDEX
5.0          Opinion of Jaffe, Raitt, Heuer &                                         X 
              Weiss, Professional Corporation,
              regarding legality of the 
              Common Stock

24.1          Consent of Jaffe, Raitt, Heuer &                                         X                 See Exhibit
              Weiss, Professional Corporation                                                            5.0

24.2          Consent of Price Waterhouse  LLP                                         X
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