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

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

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       Date of report (Date of earliest event reported): November 20, 2003


                                  FRED'S, INC.
               (Exact Name of Registrant as Specified in Charter)


                         Commission File Number 00-19288

           Tennessee                                            62-0634010
  (State or other jurisdiction                             (I. R. S. Employer
of incorporation or organization)                          Identification No.)

4300 New Getwell Road, Memphis, TN                                 38118
(Address of principal executive offices)                         (Zip Code)


               Registrant's telephone number, including area code
                                 (901) 365-8880

<PAGE>




Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         (c)           Exhibits:

           Exhibit
            Number      Description
         -------------  -------------------------------------------------------

             99.1       Press release issued by Fred's, Inc., dated
                        November 20, 2003

Item 12.  Results of Operations and Financial Condition.

     On November 20, 2003, Fred's, Inc. issued a press release announcing, among
other things,  its quarterly earnings results for the quarter ended November 20,
2003.  A copy of the press  release is attached as Exhibit  99.1 to this Current
Report on Form 8-K.


                                       2
<PAGE>

                                    SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                          FRED'S, INC.
                                                 (Registrant)

                                          By:  /s/Jerry A. Shore
                                             ---------------------------
                                          Jerry A. Shore,
                                          President and Chief Financial Officer



November 20, 2003


                                       3
<PAGE>

                                INDEX TO EXHIBITS


   Exhibit
    Number       Description
---------------  --------------------------------------------------------------

     99.1        Press release issued by Fred's, Inc., dated November 20, 2003





                                       4
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{"company-data": {"conformed-name": "FREDS INC", "cik": "0000724571", "assigned-sic": "5331", "irs-number": "620634010", "state-of-incorporation": "TN", "fiscal-year-end": "0127"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-14565", "film-number": "031015741"}, "business-address": {"street1": "4300 NEW GETWELL RD", "city": "MEMPHIS", "state": "TN", "zip": "38118", "phone": "9013658880"}, "mail-address": {"street1": "4300 NEW GETWELL ROAD", "city": "MEMPHIS", "state": "TN", "zip": "38118"}, "former-company": {"former-conformed-name": "BADDOUR INC", "date-changed": "19910620"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       Date of report (Date of earliest event reported): November 20, 2003

                                  FRED'S, INC.
               (Exact Name of Registrant as Specified in Charter)

                         Commission File Number 00-19288

           Tennessee                                            62-0634010
  (State or other jurisdiction                             (I. R. S. Employer
of incorporation or organization)                          Identification No.)

4300 New Getwell Road, Memphis, TN                                 38118
(Address of principal executive offices)                         (Zip Code)

               Registrant's telephone number, including area code
                                 (901) 365-8880
Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         (c)           Exhibits:

           Exhibit
            Number      Description
         -------------  -------------------------------------------------------

             99.1       Press release issued by Fred's, Inc., dated
                        November 20, 2003

Item 12.  Results of Operations and Financial Condition.

     On November 20, 2003, Fred's, Inc. issued a press release announcing, among
other things,  its quarterly earnings results for the quarter ended November 20,
2003.  A copy of the press  release is attached as Exhibit  99.1 to this Current
Report on Form 8-K.

                                       2
SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                          FRED'S, INC.
                                                 (Registrant)

                                          By:  /s/Jerry A. Shore
                                             ---------------------------
                                          Jerry A. Shore,
                                          President and Chief Financial Officer

November 20, 2003

                                       3
INDEX TO EXHIBITS

   Exhibit
    Number       Description
---------------  --------------------------------------------------------------

     99.1        Press release issued by Fred's, Inc., dated November 20, 2003

                                       4