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): August 21, 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
                        August 21, 2003

Item 9.  Regulation FD Disclosure.

     The  information  contained in this Item 9 is being  furnished  pursuant to
"Item  12.  Results  of  Operations  and  Financial  Condition"  of Form  8-K in
accordance with SEC Release Nos. 33-8216 and 34-47583.

     The information contained in this Current Report on Form 8-K, including the
exhibit  attached  hereto,  is being  furnished  and  shall  not be deemed to be
"filed" for the  purposes of Section 18 of the  Securities  and  Exchange Act of
1934,  as amended,  or otherwise  subject to the  liabilities  of that  Section.
Furthermore,  the information contained in this Current Report on Form 8-K shall
not be deemed to be incorporated by reference into any registration statement or
other document filed pursuant to the Securities Act of 1933, as amended.

     On August 21, 2003, Fred's, Inc. issued a press release  announcing,  among
other  things,  its quarterly  earnings  results for the quarter ended August 2,
2003.  A copy of the press  release is attached as Exhibit  99.1 to this Current
Report on Form 8-K.

<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/Michael J. Hayes
                                     ---------------------------------
                                      Michael J. Hayes,
                                      Chairman and Chief Executive Officer



August 21, 2003
<PAGE>

                                INDEX TO EXHIBITS


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

     99.1        Press release issued by Fred's, Inc., dated August 21, 2003
[{"type": "8-K", "sequence": "1", "filename": "fredsform8k082103.txt", "description": "CURRENT REPORT", "secsgml_size_bytes": 3474}]
{"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": "03859212"}, "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): August 21, 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
                        August 21, 2003

Item 9.  Regulation FD Disclosure.

     The  information  contained in this Item 9 is being  furnished  pursuant to
"Item  12.  Results  of  Operations  and  Financial  Condition"  of Form  8-K in
accordance with SEC Release Nos. 33-8216 and 34-47583.

     The information contained in this Current Report on Form 8-K, including the
exhibit  attached  hereto,  is being  furnished  and  shall  not be deemed to be
"filed" for the  purposes of Section 18 of the  Securities  and  Exchange Act of
1934,  as amended,  or otherwise  subject to the  liabilities  of that  Section.
Furthermore,  the information contained in this Current Report on Form 8-K shall
not be deemed to be incorporated by reference into any registration statement or
other document filed pursuant to the Securities Act of 1933, as amended.

     On August 21, 2003, Fred's, Inc. issued a press release  announcing,  among
other  things,  its quarterly  earnings  results for the quarter ended August 2,
2003.  A copy of the press  release is attached as Exhibit  99.1 to this Current
Report on Form 8-K.
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/Michael J. Hayes
                                     ---------------------------------
                                      Michael J. Hayes,
                                      Chairman and Chief Executive Officer

August 21, 2003
INDEX TO EXHIBITS

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

     99.1        Press release issued by Fred's, Inc., dated August 21, 2003