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): December 14, 2004


                                  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


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the Registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

Item 1.01.  Entry Into Material Definitive Agreement

On December  14, 2004,  Fred's,  Inc.  (the  "Company")  issued a press  release
announcing that James R. Fennema, a 30-year veteran of the retail industry,  has
joined the Company as Executive Vice President and General  Merchandise  Manager
effective  December 14, 2004.  Mr. Fennema will have an initial annual salary of
$180,000  and be  eligible  to  participate  in the  Company's  incentive  bonus
program.  Mr.  Fennema will receive an  as-of-yet  undetermined  number of stock
options  under the  Company's  Executive  Stock Option  Program and an as-of-yet
undetermined number of shares of the Company's Class A common stock,  subject to
certain granting requirements and vesting procedures.

Item 9.01.  Financial Statements, Pro Forma Financial Information and Exhibits.

      (c)   Exhibits:

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

        99.1       Press release issued by Fred's, Inc., dated December 14, 2004










                                       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,
                                  Executive Vice President and
                                  Chief Financial Officer



Date:    December 14, 2004







                                       3
<PAGE>


                                INDEX TO EXHIBITS


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

     99.1        Press release issued by Fred's, Inc., dated December 14, 2004




















                                       4
<PAGE>


                                                                    EXHIBIT 99.1

Fred's
4300 New Getwell Road
Memphis, Tennessee 38118
Contact: Jerry A. Shore
         Executive Vice President and Chief Financial Officer
         (901) 362-3733, Ext. 2217


FRED'S NAMES JAMES R. FENNEMA EXECUTIVE VICE PRESIDENT AND GENERAL MERCHANDISE
MANAGER

MEMPHIS,  Tenn.  (December  14,  2004) - Fred's  Inc.  (NASDAQ/NM:  FRED)  today
announced that James R. Fennema,  a 30-year veteran of the retail industry,  has
joined the Company as Executive Vice President and General Merchandise  Manager.

Commenting on the results, Michael J. Hayes, Chief Executive Officer, said, "Jim
Fennema  brings a wealth  of  retailing  experience  and  impressive  management
credentials to our Company as we fill this important position.  For more than 10
years,  he has  built  a  strong  reputation  for  merchandise  management  in a
retailing  environment that shares many  characteristics  of our own, and he has
proven skills in strategic planning, marketing plans, domestic and international
sourcing and buying,  inventory control and analysis,  and team building.  Jim's
experience and knowledge of markets and vendors make him an ideal choice to lead
our merchandising efforts, and we welcome him to Fred's."

Since 1993,  Fennema has been associated  with  Duckwall-Alco  Stores,  Inc., an
Abilene,  Kansas-based  company that operates more than 250 discount and variety
stores, as Senior Vice President and General Merchandise Manager. In a retailing
career that began at Sears in 1973, he has held progressively higher assignments
at companies such as Caldor,  Fisher's Big Wheel,  Shopko, and  Richman-Gordman.
Fennema is a 1973 graduate of Knox College in Galesburg, Illinois.

Fred's,  Inc.  operates 574 discount  general  merchandise  stores mainly in the
southeastern  United States,  including 25 franchised  Fred's  stores.  For more
information about the Company, visit Fred's website at www.fredsinc.com.

Comments in this news release that are not historical facts are  forward-looking
statements that involve risks and uncertainties which could cause actual results
to differ  materially  from those projected in the  forward-looking  statements.
These risks and uncertainties  include, but are not limited to, general economic
trends, changes in consumer demand or purchase patterns, delays or interruptions
in the flow of  merchandise  between the Company's  distribution  center and its
stores or  between  the  Company's  suppliers  and  same,  a  disruption  in the
Company's data processing services,  costs and delays in acquiring or developing
new store sites, and other contingencies  discussed in the Company's  Securities
and Exchange  Commission  filings.  Fred's  undertakes  no obligation to release
revisions to these forward-looking statements to reflect events or circumstances
after the date hereof or to reflect the occurrence of unforeseen events,  except
as required to be reported under the rules and regulations of the Securities and
Exchange Commission.


                                       5
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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": "041203560"}, "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): December 14, 2004

                                  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

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the Registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))
Item 1.01.  Entry Into Material Definitive Agreement

On December  14, 2004,  Fred's,  Inc.  (the  "Company")  issued a press  release
announcing that James R. Fennema, a 30-year veteran of the retail industry,  has
joined the Company as Executive Vice President and General  Merchandise  Manager
effective  December 14, 2004.  Mr. Fennema will have an initial annual salary of
$180,000  and be  eligible  to  participate  in the  Company's  incentive  bonus
program.  Mr.  Fennema will receive an  as-of-yet  undetermined  number of stock
options  under the  Company's  Executive  Stock Option  Program and an as-of-yet
undetermined number of shares of the Company's Class A common stock,  subject to
certain granting requirements and vesting procedures.

Item 9.01.  Financial Statements, Pro Forma Financial Information and Exhibits.

      (c)   Exhibits:

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

        99.1       Press release issued by Fred's, Inc., dated December 14, 2004

                                       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,
                                  Executive Vice President and
                                  Chief Financial Officer

Date:    December 14, 2004

                                       3
INDEX TO EXHIBITS

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

     99.1        Press release issued by Fred's, Inc., dated December 14, 2004

                                       4
EXHIBIT 99.1

Fred's
4300 New Getwell Road
Memphis, Tennessee 38118
Contact: Jerry A. Shore
         Executive Vice President and Chief Financial Officer
         (901) 362-3733, Ext. 2217

FRED'S NAMES JAMES R. FENNEMA EXECUTIVE VICE PRESIDENT AND GENERAL MERCHANDISE
MANAGER

MEMPHIS,  Tenn.  (December  14,  2004) - Fred's  Inc.  (NASDAQ/NM:  FRED)  today
announced that James R. Fennema,  a 30-year veteran of the retail industry,  has
joined the Company as Executive Vice President and General Merchandise  Manager.

Commenting on the results, Michael J. Hayes, Chief Executive Officer, said, "Jim
Fennema  brings a wealth  of  retailing  experience  and  impressive  management
credentials to our Company as we fill this important position.  For more than 10
years,  he has  built  a  strong  reputation  for  merchandise  management  in a
retailing  environment that shares many  characteristics  of our own, and he has
proven skills in strategic planning, marketing plans, domestic and international
sourcing and buying,  inventory control and analysis,  and team building.  Jim's
experience and knowledge of markets and vendors make him an ideal choice to lead
our merchandising efforts, and we welcome him to Fred's."

Since 1993,  Fennema has been associated  with  Duckwall-Alco  Stores,  Inc., an
Abilene,  Kansas-based  company that operates more than 250 discount and variety
stores, as Senior Vice President and General Merchandise Manager. In a retailing
career that began at Sears in 1973, he has held progressively higher assignments
at companies such as Caldor,  Fisher's Big Wheel,  Shopko, and  Richman-Gordman.
Fennema is a 1973 graduate of Knox College in Galesburg, Illinois.

Fred's,  Inc.  operates 574 discount  general  merchandise  stores mainly in the
southeastern  United States,  including 25 franchised  Fred's  stores.  For more
information about the Company, visit Fred's website at www.fredsinc.com.

Comments in this news release that are not historical facts are  forward-looking
statements that involve risks and uncertainties which could cause actual results
to differ  materially  from those projected in the  forward-looking  statements.
These risks and uncertainties  include, but are not limited to, general economic
trends, changes in consumer demand or purchase patterns, delays or interruptions
in the flow of  merchandise  between the Company's  distribution  center and its
stores or  between  the  Company's  suppliers  and  same,  a  disruption  in the
Company's data processing services,  costs and delays in acquiring or developing
new store sites, and other contingencies  discussed in the Company's  Securities
and Exchange  Commission  filings.  Fred's  undertakes  no obligation to release
revisions to these forward-looking statements to reflect events or circumstances
after the date hereof or to reflect the occurrence of unforeseen events,  except
as required to be reported under the rules and regulations of the Securities and
Exchange Commission.

                                       5