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): May 22, 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 May 22, 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 May 22, 2003,  Fred's,  Inc.  issued a press release  announcing,  among
other things, its quarterly earnings results for the quarter ended May 3, 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 Shore
                                                  -------------------------
                                                  Jerry A. Shore,
                                                  Executive Vice President
                                                  and Chief Financial Officer

May 22, 2003

                                       3
<PAGE>

                                INDEX TO EXHIBITS


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

     99.1        Press release issued by Fred's, Inc., dated May 22, 2003



                                       4
<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 REPORTS FIRST QUARTER NET INCOME UP 25% to $7.9 million
                           or $0.30 per diluted share


MEMPHIS,  Tenn.  (May 22, 2003) - Fred's Inc.  (NASDAQ/NM:  FRED) today reported
record financial results for the first quarter ended May 3, 2003.

     Net income for the first quarter of fiscal 2003 increased 25% to $7,857,000
or $0.30 per diluted  share from  $6,275,000  or $0.24 per diluted  share in the
year-earlier  period.  Retail  sales by  Company  stores  for the first  quarter
increased  21%  and  total  sales  rose  20%  to   $310,689,000   compared  with
$258,427,000  in the same period last year. On a comparable  store basis,  sales
increased 6.8% for the quarter.

     Commenting on the results, Michael J. Hayes, Chief Executive Officer, said,
"We are  delighted  that  Fred's was able to exceed its  financial  plan for the
first  quarter with a 25% increase in earnings per diluted  share  compared with
the analysts'  consensus earnings estimate for a 17% increase.  This performance
was even more  significant  considering  the  first-quarter  startup  of our new
distribution center in Dublin,  Georgia, and the aggressive plan we have set for
fiscal 2003, which includes most notably the opening of more than 70 stores,  of
which we successfully opened 33 in the first quarter versus our target of 30.

     "We believe the highlight of the first quarter was the  successful  opening
of our new distribution center, which greatly extends the Company's reach in the
Southeast," Hayes continued. "While selling, general and administrative expenses
increased somewhat during the quarter,  reflecting in part the transition from a
single  distribution  center for the chain, the on-time,  on-budget opening of a
second  distribution center represents an important step toward achieving future
operating performance goals."

     Fred's gross profit for the first quarter of 2003 was $87,948,000  compared
with  $69,425,000 in the same period last year,  representing an increase of 27%
for the period.  Gross  margin for the quarter  increased to 28.3% of sales from
26.9% in the year-earlier  period,  with the change reflecting  improved product
mix and lower markdowns.

     Selling,  general and administrative expenses for the first quarter of 2003
increased to 24.4% of sales versus  23.3% in the first  quarter last year.  This
increase was attributed to higher  distribution  costs at the Company's  Memphis
distribution  center,  costs  related  to the  opening  of the new  distribution
center,  as well as higher  insurance costs and costs  associated with new store
openings.

     Operating income for the first quarter of 2003 increased 27% to $11,977,000
from $9,413,000 in the  year-earlier  period.  Operating  income for the quarter
improved to 3.9% of sales from 3.6% in the first quarter of 2002.

     Income before  income taxes for the first quarter of 2003  increased 25% to
$11,880,000  from $9,487,000 in the  year-earlier  period,  with the improvement
reflecting  both the increase in sales for the quarter and the Company's  higher
gross margin.  Income before income taxes was 3.8% of sales in the first quarter
of 2003  versus 3.6% in the first  quarter of 2002.

<PAGE>
     Fred's Inc. operates 473 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 on the Internet at www.fredsinc.com.  A
public, listen-only simulcast and replay of Fred's first quarter conference call
may be accessed at the  Company's web site or at  www.companyboardroom.com.  The
simulcast will begin at approximately 10:00 a.m. Eastern Time today and a replay
of the call will be available  beginning at approximately  noon Eastern Time and
will run until June 22, 2003.

     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.


                                   FRED'S INC.
                         Unaudited Financial Highlights
                    (in thousands, except per share amounts)


                                              13 Weeks     13 Weeks
                                                Ended        Ended
                                               May 3,       May 4,     Percent
                                                2003         2002      Change
                                             ----------   ----------  ---------
Net sales                                     $310,689     $258,427     20.2%
Operating income                              $ 11,977     $  9,413     27.2%
Net income                                    $  7,857     $  6,275     25.2%
Net income per share:
    Basic                                     $   0.31     $   0.25       24%
    Diluted                                   $   0.30     $   0.24       25%
Average shares outstanding:
    Basic                                       25,637       25,358
    Diluted                                     26,292       26,105


<PAGE>
<TABLE>
<CAPTION>

                                   FRED'S INC.
                         Unaudited Financial Highlights
                    (in thousands, except per share amounts)


                                                           13 Weeks                     13 Weeks
                                                             Ended                        Ended
                                                            May 3,         % of          May 4,         % of
                                                             2003          Total          2002          Total
                                                          -----------    ---------    -----------    ---------
<S>                                                            <C>          <C>            <C>          <C>
Net sales                                                   $ 310,689       100.0%      $ 258,427       100.0%
Cost of goods sold                                            222,741        71.7%        189,002        73.1%
                                                          -----------    ---------    -----------    ---------
Gross profit                                                   87,948        28.3%         69,425        26.9%
Selling, general and administrative expenses                   75,971        24.4%         60,012        23.3%
                                                          -----------    ---------    -----------    ---------
Operating income                                               11,977         3.9%          9,413         3.6%
Interest (income)/expense, net                                     97         0.1%           (74)         0.0%
                                                          -----------    ---------    ----------     ---------
Income before income taxes                                     11,880         3.8%          9,487         3.6%
Provision for income taxes                                      4,023         1.3%          3,212         1.2%
                                                          -----------    ---------    -----------    ---------
Net income                                                  $   7,857         2.5%      $   6,275         2.4%
                                                          ===========    =========    ===========    =========
Net income per share:
    Basic                                                   $    0.31                   $    0.25
                                                          ===========                 ===========
    Diluted                                                 $    0.30                   $    0.24
                                                          ===========                 ===========
Weighted average shares outstanding:
    Basic                                                      25,637                      25,358
                                                          ===========                 ===========
    Diluted                                                    26,292                      26,105
                                                          ===========                 ===========
</TABLE>
<PAGE>

                                   FRED'S INC.
                             Unaudited Balance Sheet
                                 (in thousands)


                                                        May 3,         May 4,
                                                         2003           2002
                                                      ----------      ---------
ASSETS:
Cash and cash equivalents                              $   7,277      $  19,424
Inventories                                              212,480        169,675
Receivables and other current assets                      20,646         19,938
Current deferred income tax benefit                            0          1,316
                                                       ---------      ---------
    Total current assets                                 240,403        210,353
Property and equipment, net                              120,665         84,183
Other noncurrent assets                                    4,745          4,652
                                                       ---------      ---------
    Total assets                                       $ 365,813      $ 299,188
                                                       =========      =========


LIABILITIES AND SHAREHOLDERS' EQUITY:
Accounts payable                                       $  71,028      $  48,048
Current portion of indebtedness                               36            563
Current portion of capital lease obligation                  676            667
Accrued expenses                                          15,100         13,941
Current deferred tax liability                            10,895             0
Income taxes                                               2,735          2,914
                                                       ---------      ---------
    Total current liabilities                            100,470         66,133

Indebtedness                                                 104              0
Deferred tax liability                                     1,503            696
Capital lease obligations                                  2,239          1,030
Other noncurrent liabilities                               2,555          2,155
                                                       ---------      ---------
    Total liabilities                                    106,871         70,014
Shareholders' equity                                     258,942        229,174
                                                       ---------      ---------
    Total liabilities and shareholders' equity         $ 365,813      $ 299,188
                                                       =========      =========
[{"type": "8-K", "sequence": "1", "filename": "freds8k052203.txt", "description": "CURRENT REPORT", "secsgml_size_bytes": 16275}]
{"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": "03715453"}, "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): May 22, 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 May 22, 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 May 22, 2003,  Fred's,  Inc.  issued a press release  announcing,  among
other things, its quarterly earnings results for the quarter ended May 3, 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 Shore
                                                  -------------------------
                                                  Jerry A. Shore,
                                                  Executive Vice President
                                                  and Chief Financial Officer

May 22, 2003

                                       3
INDEX TO EXHIBITS

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

     99.1        Press release issued by Fred's, Inc., dated May 22, 2003

                                       4
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 REPORTS FIRST QUARTER NET INCOME UP 25% to $7.9 million
                           or $0.30 per diluted share

MEMPHIS,  Tenn.  (May 22, 2003) - Fred's Inc.  (NASDAQ/NM:  FRED) today reported
record financial results for the first quarter ended May 3, 2003.

     Net income for the first quarter of fiscal 2003 increased 25% to $7,857,000
or $0.30 per diluted  share from  $6,275,000  or $0.24 per diluted  share in the
year-earlier  period.  Retail  sales by  Company  stores  for the first  quarter
increased  21%  and  total  sales  rose  20%  to   $310,689,000   compared  with
$258,427,000  in the same period last year. On a comparable  store basis,  sales
increased 6.8% for the quarter.

     Commenting on the results, Michael J. Hayes, Chief Executive Officer, said,
"We are  delighted  that  Fred's was able to exceed its  financial  plan for the
first  quarter with a 25% increase in earnings per diluted  share  compared with
the analysts'  consensus earnings estimate for a 17% increase.  This performance
was even more  significant  considering  the  first-quarter  startup  of our new
distribution center in Dublin,  Georgia, and the aggressive plan we have set for
fiscal 2003, which includes most notably the opening of more than 70 stores,  of
which we successfully opened 33 in the first quarter versus our target of 30.

     "We believe the highlight of the first quarter was the  successful  opening
of our new distribution center, which greatly extends the Company's reach in the
Southeast," Hayes continued. "While selling, general and administrative expenses
increased somewhat during the quarter,  reflecting in part the transition from a
single  distribution  center for the chain, the on-time,  on-budget opening of a
second  distribution center represents an important step toward achieving future
operating performance goals."

     Fred's gross profit for the first quarter of 2003 was $87,948,000  compared
with  $69,425,000 in the same period last year,  representing an increase of 27%
for the period.  Gross  margin for the quarter  increased to 28.3% of sales from
26.9% in the year-earlier  period,  with the change reflecting  improved product
mix and lower markdowns.

     Selling,  general and administrative expenses for the first quarter of 2003
increased to 24.4% of sales versus  23.3% in the first  quarter last year.  This
increase was attributed to higher  distribution  costs at the Company's  Memphis
distribution  center,  costs  related  to the  opening  of the new  distribution
center,  as well as higher  insurance costs and costs  associated with new store
openings.

     Operating income for the first quarter of 2003 increased 27% to $11,977,000
from $9,413,000 in the  year-earlier  period.  Operating  income for the quarter
improved to 3.9% of sales from 3.6% in the first quarter of 2002.

     Income before  income taxes for the first quarter of 2003  increased 25% to
$11,880,000  from $9,487,000 in the  year-earlier  period,  with the improvement
reflecting  both the increase in sales for the quarter and the Company's  higher
gross margin.  Income before income taxes was 3.8% of sales in the first quarter
of 2003  versus 3.6% in the first  quarter of 2002.
Fred's Inc. operates 473 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 on the Internet at www.fredsinc.com.  A
public, listen-only simulcast and replay of Fred's first quarter conference call
may be accessed at the  Company's web site or at  www.companyboardroom.com.  The
simulcast will begin at approximately 10:00 a.m. Eastern Time today and a replay
of the call will be available  beginning at approximately  noon Eastern Time and
will run until June 22, 2003.

     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.

                                   FRED'S INC.
                         Unaudited Financial Highlights
                    (in thousands, except per share amounts)

                                              13 Weeks     13 Weeks
                                                Ended        Ended
                                               May 3,       May 4,     Percent
                                                2003         2002      Change
                                             ----------   ----------  ---------
Net sales                                     $310,689     $258,427     20.2%
Operating income                              $ 11,977     $  9,413     27.2%
Net income                                    $  7,857     $  6,275     25.2%
Net income per share:
    Basic                                     $   0.31     $   0.25       24%
    Diluted                                   $   0.30     $   0.24       25%
Average shares outstanding:
    Basic                                       25,637       25,358
    Diluted                                     26,292       26,105
FRED'S INC.
                         Unaudited Financial Highlights
                    (in thousands, except per share amounts)

                                                           13 Weeks                     13 Weeks
                                                             Ended                        Ended
                                                            May 3,         % of          May 4,         % of
                                                             2003          Total          2002          Total
                                                          -----------    ---------    -----------    ---------
Net sales                                                   $ 310,689       100.0%      $ 258,427       100.0%
Cost of goods sold                                            222,741        71.7%        189,002        73.1%
                                                          -----------    ---------    -----------    ---------
Gross profit                                                   87,948        28.3%         69,425        26.9%
Selling, general and administrative expenses                   75,971        24.4%         60,012        23.3%
                                                          -----------    ---------    -----------    ---------
Operating income                                               11,977         3.9%          9,413         3.6%
Interest (income)/expense, net                                     97         0.1%           (74)         0.0%
                                                          -----------    ---------    ----------     ---------
Income before income taxes                                     11,880         3.8%          9,487         3.6%
Provision for income taxes                                      4,023         1.3%          3,212         1.2%
                                                          -----------    ---------    -----------    ---------
Net income                                                  $   7,857         2.5%      $   6,275         2.4%
                                                          ===========    =========    ===========    =========
Net income per share:
    Basic                                                   $    0.31                   $    0.25
                                                          ===========                 ===========
    Diluted                                                 $    0.30                   $    0.24
                                                          ===========                 ===========
Weighted average shares outstanding:
    Basic                                                      25,637                      25,358
                                                          ===========                 ===========
    Diluted                                                    26,292                      26,105
                                                          ===========                 ===========
FRED'S INC.
                             Unaudited Balance Sheet
                                 (in thousands)

                                                        May 3,         May 4,
                                                         2003           2002
                                                      ----------      ---------
ASSETS:
Cash and cash equivalents                              $   7,277      $  19,424
Inventories                                              212,480        169,675
Receivables and other current assets                      20,646         19,938
Current deferred income tax benefit                            0          1,316
                                                       ---------      ---------
    Total current assets                                 240,403        210,353
Property and equipment, net                              120,665         84,183
Other noncurrent assets                                    4,745          4,652
                                                       ---------      ---------
    Total assets                                       $ 365,813      $ 299,188
                                                       =========      =========

LIABILITIES AND SHAREHOLDERS' EQUITY:
Accounts payable                                       $  71,028      $  48,048
Current portion of indebtedness                               36            563
Current portion of capital lease obligation                  676            667
Accrued expenses                                          15,100         13,941
Current deferred tax liability                            10,895             0
Income taxes                                               2,735          2,914
                                                       ---------      ---------
    Total current liabilities                            100,470         66,133

Indebtedness                                                 104              0
Deferred tax liability                                     1,503            696
Capital lease obligations                                  2,239          1,030
Other noncurrent liabilities                               2,555          2,155
                                                       ---------      ---------
    Total liabilities                                    106,871         70,014
Shareholders' equity                                     258,942        229,174
                                                       ---------      ---------
    Total liabilities and shareholders' equity         $ 365,813      $ 299,188
                                                       =========      =========