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


          May 14, 2002                                  (May 9, 2002)
         Date of Report                        (Date of earliest event reported)


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

     Tennessee                       00-19288                     62-0634010
(State  or  other  jurisdiction)  (Commission  file  number)  (IRS employer of
                                                                incorporation
                                                             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




<PAGE>



Item 4.  Changes in Registrant's Certifying Accountants.

On   May   9,   2002,   the   Company   replaced    PricewaterhouseCoopers   LLP
("PricewaterhouseCoopers")  as its  independent  accountant  and engaged Ernst &
Young LLP ("Ernest & Young") as its new independent accountant.  The decision to
change  the  independent  audit  firm was  recommended  by the  Company's  Audit
Committee and approved by the Board of Directors.

         The  audit  reports  of   PricewaterhouseCoopers  on  the  consolidated
financial  statements of the Company for the years in the two-year  period ended
February 2, 2002 did not contain any adverse  opinion or  disclaimer of opinion,
nor  were  they  qualified  or  modified  as to  uncertainty,  audit  scope,  or
accounting principles.

         During the two year period ended  February 2, 2002,  and the subsequent
interim   period  ended  May  9,  2002,   there  were  no   disagreements   with
PricewaterhouseCoopers  on any matter of  accounting  principles  or  practices,
financial  statement  disclosure,   or  auditing  scope  or  procedures,   which
disagreements,  if not resolved to PricewaterhouseCoopers'  satisfaction,  would
have caused them to make reference to the subject matter of the  disagreement in
their reports on the consolidated financial statements for such years.

         During  the  past  two   fiscal   years  and   through   May  9,  2002,
PricewaterhouseCoopers  has not advised the Company of any reportable events (as
defined in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act
of 1934).

         The  Company  provided  PricewaterhouseCoopers  with  a  copy  of  this
disclosure. Attached as Exhibit 16.1 is a copy of PricewaterhouseCoopers' letter
to the Securities and Exchange  Commission,  dated May 14, 2002, stating whether
they agree with the above statements.

         Ernst & Young was also provided a copy of the above disclosures.

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

(a)      Financial Statements.

Not applicable.

(b)      Pro Forma Financial Information.

Not applicable.

(c)      Exhibits.

Exhibit No         Description

16.1           Letter of PricewaterhouseCoopers LLP dated May 14, 2002 regarding
               change in certifying accountant.
<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 hereunto duly authorized.

Date:    May 14, 2002

                                  FRED'S, INC.

                                  By: /s/ Michael J. Hayes
                                  ------------------------
                                  Michael J. Hayes, Chairman and Chief
                                  Executive Officer
Exhibit Index


Exhibit
Number         Description

16.1           Letter of PricewaterhouseCoopers LLP dated May 14, 2002.
<PAGE>

Exhibit 16.1


                      (PricewaterhouseCoopers Letterhead)

May 14, 2002


Securties and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Commissioners:

We have read the  statements  made by Fred's,  Inc.  (copy  attached),  which we
understand will be filed with the Commission, pursuant to Item 4 of Form 8-K, as
part of the  Company's  Form 8-K report  dated May 14,  2002.  We agree with the
statements concerning our Firm in such Form 8-K.

Very truly yours,

/s/ PricewaterhouseCoopers, LLP
PricewaterhouseCoopers, LLP
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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": "02647727"}, "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

          May 14, 2002                                  (May 9, 2002)
         Date of Report                        (Date of earliest event reported)

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

     Tennessee                       00-19288                     62-0634010
(State  or  other  jurisdiction)  (Commission  file  number)  (IRS employer of
                                                                incorporation
                                                             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 4.  Changes in Registrant's Certifying Accountants.

On   May   9,   2002,   the   Company   replaced    PricewaterhouseCoopers   LLP
("PricewaterhouseCoopers")  as its  independent  accountant  and engaged Ernst &
Young LLP ("Ernest & Young") as its new independent accountant.  The decision to
change  the  independent  audit  firm was  recommended  by the  Company's  Audit
Committee and approved by the Board of Directors.

         The  audit  reports  of   PricewaterhouseCoopers  on  the  consolidated
financial  statements of the Company for the years in the two-year  period ended
February 2, 2002 did not contain any adverse  opinion or  disclaimer of opinion,
nor  were  they  qualified  or  modified  as to  uncertainty,  audit  scope,  or
accounting principles.

         During the two year period ended  February 2, 2002,  and the subsequent
interim   period  ended  May  9,  2002,   there  were  no   disagreements   with
PricewaterhouseCoopers  on any matter of  accounting  principles  or  practices,
financial  statement  disclosure,   or  auditing  scope  or  procedures,   which
disagreements,  if not resolved to PricewaterhouseCoopers'  satisfaction,  would
have caused them to make reference to the subject matter of the  disagreement in
their reports on the consolidated financial statements for such years.

         During  the  past  two   fiscal   years  and   through   May  9,  2002,
PricewaterhouseCoopers  has not advised the Company of any reportable events (as
defined in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act
of 1934).

         The  Company  provided  PricewaterhouseCoopers  with  a  copy  of  this
disclosure. Attached as Exhibit 16.1 is a copy of PricewaterhouseCoopers' letter
to the Securities and Exchange  Commission,  dated May 14, 2002, stating whether
they agree with the above statements.

         Ernst & Young was also provided a copy of the above disclosures.

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

(a)      Financial Statements.

Not applicable.

(b)      Pro Forma Financial Information.

Not applicable.

(c)      Exhibits.

Exhibit No         Description

16.1           Letter of PricewaterhouseCoopers LLP dated May 14, 2002 regarding
               change in certifying accountant.
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:    May 14, 2002

                                  FRED'S, INC.

                                  By: /s/ Michael J. Hayes
                                  ------------------------
                                  Michael J. Hayes, Chairman and Chief
                                  Executive Officer
Exhibit Index

Exhibit
Number         Description

16.1           Letter of PricewaterhouseCoopers LLP dated May 14, 2002.
Exhibit 16.1

                      (PricewaterhouseCoopers Letterhead)

May 14, 2002

Securties and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Commissioners:

We have read the  statements  made by Fred's,  Inc.  (copy  attached),  which we
understand will be filed with the Commission, pursuant to Item 4 of Form 8-K, as
part of the  Company's  Form 8-K report  dated May 14,  2002.  We agree with the
statements concerning our Firm in such Form 8-K.

Very truly yours,

/s/ PricewaterhouseCoopers, LLP
PricewaterhouseCoopers, LLP