--------------------------------------------------------------------------------



                       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 19, 2001



                                  Fred's, Inc.
             (Exact name of registrant as specified in its charter)


                                    Tennessee
                 (State or other jurisdiction of incorporation)

                                    000-19288
                            (Commission File Number)

                                   62-0634010
                      (IRS Employer Identification Number)


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


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


                                       N/A
          (Former name or former address, if changed since last report)




--------------------------------------------------------------------------------


<PAGE>


Item 5. Other Events

     On March 19, 2001,  Fred's,  Inc.  issued a press  release  announcing  the
appointment of Thomas H. Tashjian to its Board of Directors. A copy of the press
release is included as Exhibit 99.1 to this report.

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 March 19, 2001.


<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:   March 28, 2001

                                  FRED'S, INC.



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


<PAGE>


                                  Exhibit Index


Exhibit
Number                                               Description

    99.1   Press release issued by Fred's, Inc. dated March 19, 2001.


<PAGE>


                                  Exhibit 99.1

              THOMAS H. TASHJIAN NAMED TO FRED'S BOARD OF DIRECTORS

MEMPHIS,  Tenn.  (March  19,  2001) --  Fred's,  Inc.  (Nasdaq/NM:  FRED)  today
announced that Thomas H. Tashjian (age 46) has been named to the Company's Board
of Directors.  His appointment increases the number of directors on the Board to
six, four of whom are outside Directors.

     For the last five years,  Tashjian  has served as a managing  director  and
consumer group leader at Banc of America Montgomery Securities in San Francisco,
where he provided the firm's view on the retailing  industry.  Prior to that, he
held similar  positions  at First  Manhattan  Company,  Seidler  Companies,  and
Prudential  Securities.  His earlier retail operating experience was in discount
retailing  at the Ayrway  Stores,  which  were  acquired  by Target,  and in the
restaurant business at Noble Roman's.

     Tashjian has been a member of Institutional  Investor's  All-Star team many
times  and has also been on The Wall  Street  Journal's  stock-picking  All-Star
list.  He is a noted  speaker  on the  retailing  industry  and often  quoted in
investment and consumer journals. Tashjian earned his MBA from Tulane University
and B.S. at Butler University.

     Commenting  on the  appointment,  Michael  J.  Hayes,  Chairman  and  Chief
Executive  Officer of Fred's,  said,  "We are pleased and  fortunate to have Tom
join our Board. He has been involved in the U.S. retailing industry for the last
25 years, always with a particular interest toward discount retailing. With this
deep  understanding  of retail and having spent the past 16 years as a respected
Wall  Street  investment  analyst,  Tom has a unique  vantage  point on baseline
industry standards and performance.  Considering his experience and perspective,
as well as his insight  regarding the dynamics of our  business,  we expect that
his  participation  as a Director will help  accelerate  our ongoing  efforts to
improve Fred's performance.  We look forward to his counsel and contributions in
the future as we continue to pursue our growth plans and long-range objectives."

     Fred's Inc. operates 350 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.

     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.
[{"type": "8-K", "sequence": "1", "filename": "freds8-k.txt", "description": "CURRENT REPORT", "secsgml_size_bytes": 6147}]
{"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": "1583587"}, "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 19, 2001

                                  Fred's, Inc.
             (Exact name of registrant as specified in its charter)

                                    Tennessee
                 (State or other jurisdiction of incorporation)

                                    000-19288
                            (Commission File Number)

                                   62-0634010
                      (IRS Employer Identification Number)

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

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

                                       N/A
          (Former name or former address, if changed since last report)

--------------------------------------------------------------------------------
Item 5. Other Events

     On March 19, 2001,  Fred's,  Inc.  issued a press  release  announcing  the
appointment of Thomas H. Tashjian to its Board of Directors. A copy of the press
release is included as Exhibit 99.1 to this report.

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 March 19, 2001.
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 28, 2001

                                  FRED'S, INC.

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

Exhibit
Number                                               Description

    99.1   Press release issued by Fred's, Inc. dated March 19, 2001.
Exhibit 99.1

              THOMAS H. TASHJIAN NAMED TO FRED'S BOARD OF DIRECTORS

MEMPHIS,  Tenn.  (March  19,  2001) --  Fred's,  Inc.  (Nasdaq/NM:  FRED)  today
announced that Thomas H. Tashjian (age 46) has been named to the Company's Board
of Directors.  His appointment increases the number of directors on the Board to
six, four of whom are outside Directors.

     For the last five years,  Tashjian  has served as a managing  director  and
consumer group leader at Banc of America Montgomery Securities in San Francisco,
where he provided the firm's view on the retailing  industry.  Prior to that, he
held similar  positions  at First  Manhattan  Company,  Seidler  Companies,  and
Prudential  Securities.  His earlier retail operating experience was in discount
retailing  at the Ayrway  Stores,  which  were  acquired  by Target,  and in the
restaurant business at Noble Roman's.

     Tashjian has been a member of Institutional  Investor's  All-Star team many
times  and has also been on The Wall  Street  Journal's  stock-picking  All-Star
list.  He is a noted  speaker  on the  retailing  industry  and often  quoted in
investment and consumer journals. Tashjian earned his MBA from Tulane University
and B.S. at Butler University.

     Commenting  on the  appointment,  Michael  J.  Hayes,  Chairman  and  Chief
Executive  Officer of Fred's,  said,  "We are pleased and  fortunate to have Tom
join our Board. He has been involved in the U.S. retailing industry for the last
25 years, always with a particular interest toward discount retailing. With this
deep  understanding  of retail and having spent the past 16 years as a respected
Wall  Street  investment  analyst,  Tom has a unique  vantage  point on baseline
industry standards and performance.  Considering his experience and perspective,
as well as his insight  regarding the dynamics of our  business,  we expect that
his  participation  as a Director will help  accelerate  our ongoing  efforts to
improve Fred's performance.  We look forward to his counsel and contributions in
the future as we continue to pursue our growth plans and long-range objectives."

     Fred's Inc. operates 350 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.

     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.