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):March 22, 2002 (March 22, 2002)
                                                 -------------------------------


                                  FRED'S, INC.
             (Exact name of registrant as specified in its charter)

Tennessee                            00-19288                         62-0634010
--------------------------------------------------------------------------------
(State or other jurisdiction        (Commission                    (IRS employer
        of incorporation)          file number)              identification No.)


4300 New Getwell Road, Memphis, Tennessee                                  38118
--------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip code)


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








Item 5.  Other Events.

1.  On  March  22,  2002,  Fred's  Inc.  announced  plans  to  construct  a  new
distribution center in Dublin, Laurens County,  Georgia,  pending the completion
of final documentation and the receipt of all required  governmental  approvals.
The $25  million,  600,000  square-foot  distribution  center  will  augment the
capacity provided by the Company's original Memphis center.  Construction of the
Dublin  distribution  center is expected  to begin in April and it is  estimated
that the facility will be fully operational by March 2003.

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

(a)      Financial Statement.

Not applicable.

(b)      Pro Forma Financia Information.

Not applicable.

(c)      Exhibits.

Exhibit No.       Description

99.2 Press Release dated March 22, 2002,  Announcing Fred's plans to construct a
     new distribution center.


                                    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 hereunto duly authorized.

Date: March 22, 2002

                               FRED'S, INC.
                               By: /s/ Jerry A. Shore
                               ----------------------
                               Jerry A. Shore, Executive Vice President
                                        and Chief Financial Officer
Exhibit Index


Exhibit
Number                Description
------                -----------
99.1                  Press release issued by Fred's, Inc. dated March 22, 2002.


<PAGE>


Exhibit 99.1
Press Release

[Letterhead]
                 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 ANNOUNCES NEW DISTRIBUTION CENTER in Dublin, Georgia



     MEMPHIS,  Tenn.  (March 22,  2002) - Fred's  Inc.  (Nasdaq/NM:  FRED) today
announced  plans to  construct  a new  distribution  center in  Dublin,  Laurens
County,  Georgia,  pending the completion of final documentation and the receipt
of all required  governmental  approvals.  The $25 million,  600,000 square-foot
distribution center will augment the capacity provided by the Company's original
Memphis center,  which presently  serves almost 400 stores in an 13-state market
region  covering the  Southeast and Midwest.  Because of its location,  this new
center will be positioned to serve Fred's growing presence in Alabama,  Georgia,
Florida,  North Carolina, and South Carolina as well as its expected growth into
new markets in the future.

     Commenting on the announcement,  Michael J. Hayes,  Chief Executive Officer
of Fred's,  said, "We are very excited to announce our partnership with the City
of  Dublin,  Laurens  County,  and the  State of  Georgia  to  develop  this new
facility.  With our sales expanding at a compound annual rate of almost 17% over
the past five years, increasing to more than $900 million in fiscal 2001, Fred's
growth has created a need for  additional  distribution  capacity for our chain.
After  considering  our  options,  it is clear to us that  the  Dublin  site has
distinct advantages because of location relative to our stores, both present and
planned,  along  with a skilled  labor  force,  its  access to major  interstate
highways,  and the  pro-business  attitude  within the state.  In addition,  the
intangible  considerations  for Dublin - including the commitment and support of
Governor Roy Barnes, State Representative  Dubose Porter,  Georgia Department of
Industry  and  Trade  Commissioner  R.K.  Sehgal,   the  Dublin-Laurens   County
governments,  and the Development Authority - are compelling.  We appreciate the
work of the local,  county and state officials on our behalf and we look forward
to our partnership with the community."

     Hayes  said  that  Fred's  plans  to  begin   construction  of  the  Dublin
distribution  center next month and expects the facility to be fully operational
by March 2003. Upon opening,  the center will initially  create from between 150
to 250 new jobs,  which  should  increase to  approximately  300 as the facility
reaches full capacity. Situated on a 136-acre site located on State Highway 257,
the center will be designed with  potential  future  expansion in mind and, as a
result, can be expanded to about one million square feet if conditions  warrant.
Fred's expects to fund the $25 million  project,  which  includes  equipment and
fixtures, using internally generated funds.

     Fred's  Inc.,  headquartered  in Memphis,  Tennessee  operates 385 discount
general  merchandise  stores,  including  26  franchised  Fred's  stores  in the
southeastern United States. 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

                                      -END-
[{"type": "8-K", "sequence": "1", "filename": "freds8k03-02.txt", "description": "CURRENT REPORT", "secsgml_size_bytes": 7436}]
{"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": "02582533"}, "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"}}
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):March 22, 2002 (March 22, 2002)
                                                 -------------------------------

                                  FRED'S, INC.
             (Exact name of registrant as specified in its charter)

Tennessee                            00-19288                         62-0634010
--------------------------------------------------------------------------------
(State or other jurisdiction        (Commission                    (IRS employer
        of incorporation)          file number)              identification No.)

4300 New Getwell Road, Memphis, Tennessee                                  38118
--------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip code)

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

Item 5.  Other Events.

1.  On  March  22,  2002,  Fred's  Inc.  announced  plans  to  construct  a  new
distribution center in Dublin, Laurens County,  Georgia,  pending the completion
of final documentation and the receipt of all required  governmental  approvals.
The $25  million,  600,000  square-foot  distribution  center  will  augment the
capacity provided by the Company's original Memphis center.  Construction of the
Dublin  distribution  center is expected  to begin in April and it is  estimated
that the facility will be fully operational by March 2003.

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

(a)      Financial Statement.

Not applicable.

(b)      Pro Forma Financia Information.

Not applicable.

(c)      Exhibits.

Exhibit No.       Description

99.2 Press Release dated March 22, 2002,  Announcing Fred's plans to construct a
     new distribution center.

                                    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 hereunto duly authorized.

Date: March 22, 2002

                               FRED'S, INC.
                               By: /s/ Jerry A. Shore
                               ----------------------
                               Jerry A. Shore, Executive Vice President
                                        and Chief Financial Officer
Exhibit Index

Exhibit
Number                Description
------                -----------
99.1                  Press release issued by Fred's, Inc. dated March 22, 2002.
Exhibit 99.1
Press Release

[Letterhead]
                 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 ANNOUNCES NEW DISTRIBUTION CENTER in Dublin, Georgia

     MEMPHIS,  Tenn.  (March 22,  2002) - Fred's  Inc.  (Nasdaq/NM:  FRED) today
announced  plans to  construct  a new  distribution  center in  Dublin,  Laurens
County,  Georgia,  pending the completion of final documentation and the receipt
of all required  governmental  approvals.  The $25 million,  600,000 square-foot
distribution center will augment the capacity provided by the Company's original
Memphis center,  which presently  serves almost 400 stores in an 13-state market
region  covering the  Southeast and Midwest.  Because of its location,  this new
center will be positioned to serve Fred's growing presence in Alabama,  Georgia,
Florida,  North Carolina, and South Carolina as well as its expected growth into
new markets in the future.

     Commenting on the announcement,  Michael J. Hayes,  Chief Executive Officer
of Fred's,  said, "We are very excited to announce our partnership with the City
of  Dublin,  Laurens  County,  and the  State of  Georgia  to  develop  this new
facility.  With our sales expanding at a compound annual rate of almost 17% over
the past five years, increasing to more than $900 million in fiscal 2001, Fred's
growth has created a need for  additional  distribution  capacity for our chain.
After  considering  our  options,  it is clear to us that  the  Dublin  site has
distinct advantages because of location relative to our stores, both present and
planned,  along  with a skilled  labor  force,  its  access to major  interstate
highways,  and the  pro-business  attitude  within the state.  In addition,  the
intangible  considerations  for Dublin - including the commitment and support of
Governor Roy Barnes, State Representative  Dubose Porter,  Georgia Department of
Industry  and  Trade  Commissioner  R.K.  Sehgal,   the  Dublin-Laurens   County
governments,  and the Development Authority - are compelling.  We appreciate the
work of the local,  county and state officials on our behalf and we look forward
to our partnership with the community."

     Hayes  said  that  Fred's  plans  to  begin   construction  of  the  Dublin
distribution  center next month and expects the facility to be fully operational
by March 2003. Upon opening,  the center will initially  create from between 150
to 250 new jobs,  which  should  increase to  approximately  300 as the facility
reaches full capacity. Situated on a 136-acre site located on State Highway 257,
the center will be designed with  potential  future  expansion in mind and, as a
result, can be expanded to about one million square feet if conditions  warrant.
Fred's expects to fund the $25 million  project,  which  includes  equipment and
fixtures, using internally generated funds.

     Fred's  Inc.,  headquartered  in Memphis,  Tennessee  operates 385 discount
general  merchandise  stores,  including  26  franchised  Fred's  stores  in the
southeastern United States. 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

                                      -END-