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 26, 2005


                                  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


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the Registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))


<PAGE>



Item 2.02.  Results of Operations and Financial Condition

On May 26, 2005,  Fred's,  Inc. issued a press release  announcing its financial
results for the first fiscal  quarter  ended April 30, 2005. A copy of the press
release is furnished as Exhibit 99.1 to this report and is  incorporated  herein
by reference.  The  information in this report,  including the exhibit  attached
hereto, is furnished pursuant to Item 2.02 and shall not be deemed to be "filed"
for the  purposes  of  Section 18 of the  Securities  Exchange  Act of 1934,  as
amended, or otherwise subject to the liabilities of that section.


Item 9.01.  Financial Statements, Pro Forma Financial Information and Exhibits.

    (c)   Exhibits:

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

       99.1     Press release issued by Fred's, Inc., dated May 26, 2005.









                                       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 A. Shore
                                          ------------------------------
                                          Jerry A. Shore,
                                          Executive Vice President and
                                          Chief Financial Officer



Date:  May 26, 2005







                                       3

<PAGE>



                                INDEX TO EXHIBITS


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

     99.1        Press release issued by Fred's, Inc., dated May 26, 2005















                                       4
<PAGE>
                                                                    Exhibit 99.1

FRED'S                           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 RESULTS


MEMPHIS,  Tenn. (May 26, 2005) - Fred's, Inc.  (NASDAQ/NM:  FRED) today reported
financial results for the first quarter ended April 30, 2005.

     Net income for the first  quarter of fiscal 2005  totaled  $6.7  million or
$0.17 per diluted share compared with $7.2 million or $0.18 per diluted share in
the year-earlier  quarter.  As reported earlier,  retail sales by Company stores
for the first quarter  increased 13% and total sales rose 12% to $382.7  million
compared with $341.5 million in the same period last year. On a comparable store
basis, sales increased 3.0% for the quarter, up from a 2.7% increase in the same
period last year.

     Commenting on the results, Michael J. Hayes, Chief Executive Officer, said,
"The market remained tough throughout the first quarter, with customer count and
spending  suffering  the last two weeks of each month.  Overall sales were below
plan, with a large part of this occurring at the end of April.  Sales mix, which
had been trending to the lower margin  areas,  stabilized in April for the first
time in 10 months.  We expected  cost savings from  operational  and  technology
initiatives to help offset the effect of slower sales, but these initiatives did
not begin to produce a meaningful  impact until April.  Thus, the combination of
lower-than-expected sales and expense deleveraging caused us to miss our plan by
one cent per share for the quarter.

     "Although the sales environment  remains  challenging,  we continue to make
progress  on other  strategic  initiatives  that we think will lead to  improved
sales and operating  performance over the balance of the year, especially in the
second half," Hayes  continued.  "Our  inventory  position is good, and with the
recent success of our inventory allocation model, we are able to better position
our  inventory  throughout  our stores.  New store and pharmacy  openings are on
plan,  with 21 and 7,  respectively,  opened in the first quarter.  Lastly,  the
implementation  of our refrigerated  foods program is on schedule for completion
by the end of 2005.  To date,  64 stores are on the cooler  program  and are now
able to accept  government aid electronic  benefits  transfer cards. Test stores
with that  program  in place  have  experienced  a  significant  improvement  in
comparable store sales compared with our overall Company  average.  All of these
initiatives, as they progress, should contribute to improved results through the
balance of 2005."

                                     -MORE-
<PAGE>

FRED Reports First Quarter Results
Page 2
May 26, 2005


     Concluding,  Hayes added:  "As we look  forward,  we now believe that total
sales for 2005  will  increase  in the  range of 12% to 13% and that  comparable
store  sales  will  increase  in  the  range  of 3% to  4%.  The  70-basis-point
deleveraging of operating  expenses in the first quarter should begin to reverse
over the balance of the year, resulting in overall positive expense leverage for
2005 as a whole. We believe the net effect of these changes will be to shift the
one-cent  shortfall in earnings  from the first  quarter to the second,  but our
plan for the year overall remains intact.

     Fred's  gross  profit  for the first  quarter  of 2005 was  $109.0  million
compared  with $96.8  million in the same  period  last  year,  representing  an
increase of 13% for the period.  Gross margin for the quarter was 28.5% of sales
compared with 28.3% of sales in the year-earlier period.

     Selling,  general and administrative expenses for the first quarter of 2005
increased  to 25.8% of sales  versus  25.1% of sales in the first  quarter  last
year. This increase was primarily attributable to an increase in store labor and
advertising costs as a percent of sales, as well as increases in fuel prices and
utilities expenses.

     Operating income for the first quarter of 2005 declined 8% to $10.2 million
from $11.1 million in the year-earlier period.  Operating income for the quarter
was 2.7% of sales versus 3.2% of sales in the first quarter of 2004.

     Fred's Inc. operates 607 discount general merchandise stores,  including 25
franchised Fred's stores in the southeastern United States. For more information
about the Company, visit Fred's Website 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.earnings.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 26, 2005.

     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 centers and its stores or between the Company's suppliers
and same, a disruption in the Company's data processing services,  and costs and
delays  in  acquiring  or  developing  new store  sites.  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)

                                     -MORE-
<PAGE>

FRED Reports First Quarter Results
Page 3
May 26, 2005


                                  FRED'S, INC.
                         Unaudited Financial Highlights
                    (in thousands, except per share amounts)
<TABLE>
<S>                                                           <C>               <C>                <C>
                                                                 13 Weeks         13 Weeks
                                                                   Ended            Ended
                                                                 April 30,         May 1,            Percent
                                                                   2005             2004             Change
                                                              -------------     -------------      ------------
                                                                                (as restated)
Net sales                                                     $     382,738     $     341,486            12.1%
Operating income                                              $      10,191     $      11,118            -8.3%
Net income                                                    $       6,722     $       7,202            -6.7%
Net income per share:
    Basic                                                     $        0.17     $        0.18            -5.6%
    Diluted                                                   $        0.17     $        0.18            -5.6%
Average shares outstanding:
    Basic                                                            39,549            39,060
    Diluted                                                          39,714            39,706
</TABLE>


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

<TABLE>
<S>                                                       <C>            <C>          <C>            <C>
                                                           13 Weeks                     13 Weeks
                                                             Ended                        Ended
                                                           April 30,       % of          May 1,         % of
                                                             2005          Total          2004          Total
                                                          -----------    ---------    ------------   ---------
                                                                                      (as restated)
Net sales                                                 $   382,738       100.0%    $   341,486       100.0%
Cost of goods sold                                            273,709        71.5%        244,692        71.7%
                                                          -----------    ---------    -----------    ---------
Gross profit                                                  109,029        28.5%         96,794        28.3%
Selling, general and administrative expenses                   98,838        25.8%         85,676        25.1%
                                                          -----------    ---------    -----------    ---------
Operating income                                               10,191         2.7%         11,118         3.2%
Interest (income)/expense, net                                    158         0.0%             62         0.0%
                                                          -----------    ---------    -----------    ---------
Income before income taxes                                     10,033         2.7%         11,056         3.2%
Provision for income taxes                                      3,311          .9%          3,854         1.1%
                                                          -----------    ---------    -----------    ---------
Net income                                                $     6,722         1.8%    $     7,202         2.1%
                                                          ===========    =========    ===========    =========
Net income per share:
    Basic                                                 $      0.17                 $      0.18
                                                          ===========                 ===========
    Diluted                                               $      0.17                 $      0.18
                                                          ===========                 ===========
Weighted average shares outstanding:
    Basic                                                      39,549                      39,060
                                                          ===========                 ===========
    Diluted                                                    39,714                      39,706
                                                          ===========                 ===========
</TABLE>

                                     -MORE-
<PAGE>

FRED Reports First Quarter Results
Page 4
May 26, 2005


                                  FRED'S, INC.
                             Unaudited Balance Sheet
                                 (in thousands)
<TABLE>
<S>                                                                           <C>                <C>
                                                                                 April 30,          May 1,
                                                                                   2005              2004
                                                                              -------------      -------------
                                                                                                 (as restated)
ASSETS:
Cash and cash equivalents                                                     $      16,488      $       4,573
Inventories                                                                         297,039            263,689
Receivables                                                                          20,609             18,402
Other non-trade receivables                                                          11,872              2,684
Prepaid expenses and other current assets                                             6,568              5,284
                                                                              -------------      -------------
    Total current assets                                                            352,576            294,632
Property and equipment, net                                                         140,519            134,077
Other noncurrent assets                                                               6,551              4,078
                                                                              -------------      -------------
    Total assets                                                              $     499,646      $     432,787
                                                                              =============      =============


LIABILITIES AND SHAREHOLDERS' EQUITY:
Accounts payable                                                              $      88,190      $      75,962
Current portion of indebtedness                                                          18                 18
Current portion of capital lease obligation                                             655                689
Accrued expenses and other                                                           29,680             18,034
Deferred tax liability                                                               17,829             11,056
Income taxes payable                                                                  2,277              2,836
                                                                              -------------      -------------
    Total current liabilities                                                       138,649            108,595

Long-term portion of indebtedness                                                    27,928             21,660
Deferred income taxes                                                                 8,279              4,458
Long-term portion of capital lease obligations                                          879              1,543
Other noncurrent liabilities                                                          2,486              3,241
                                                                              -------------      -------------
    Total liabilities                                                               178,221            139,497
Shareholders' equity                                                                321,425            293,290
                                                                              -------------      -------------
    Total liabilities and shareholders' equity                                $     499,646      $     432,787
                                                                              =============      =============
</TABLE>




                                     -END-
[{"type": "8-K", "sequence": "1", "filename": "freds8k052505.txt", "description": "CURRENT REPORT", "secsgml_size_bytes": 19466}]
{"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": "05858388"}, "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 26, 2005

                                  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

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the Registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))
Item 2.02.  Results of Operations and Financial Condition

On May 26, 2005,  Fred's,  Inc. issued a press release  announcing its financial
results for the first fiscal  quarter  ended April 30, 2005. A copy of the press
release is furnished as Exhibit 99.1 to this report and is  incorporated  herein
by reference.  The  information in this report,  including the exhibit  attached
hereto, is furnished pursuant to Item 2.02 and shall not be deemed to be "filed"
for the  purposes  of  Section 18 of the  Securities  Exchange  Act of 1934,  as
amended, or otherwise subject to the liabilities of that section.

Item 9.01.  Financial Statements, Pro Forma Financial Information and Exhibits.

    (c)   Exhibits:

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

       99.1     Press release issued by Fred's, Inc., dated May 26, 2005.

                                       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 A. Shore
                                          ------------------------------
                                          Jerry A. Shore,
                                          Executive Vice President and
                                          Chief Financial Officer

Date:  May 26, 2005

                                       3
INDEX TO EXHIBITS

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

     99.1        Press release issued by Fred's, Inc., dated May 26, 2005

                                       4
Exhibit 99.1

FRED'S                           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 RESULTS

MEMPHIS,  Tenn. (May 26, 2005) - Fred's, Inc.  (NASDAQ/NM:  FRED) today reported
financial results for the first quarter ended April 30, 2005.

     Net income for the first  quarter of fiscal 2005  totaled  $6.7  million or
$0.17 per diluted share compared with $7.2 million or $0.18 per diluted share in
the year-earlier  quarter.  As reported earlier,  retail sales by Company stores
for the first quarter  increased 13% and total sales rose 12% to $382.7  million
compared with $341.5 million in the same period last year. On a comparable store
basis, sales increased 3.0% for the quarter, up from a 2.7% increase in the same
period last year.

     Commenting on the results, Michael J. Hayes, Chief Executive Officer, said,
"The market remained tough throughout the first quarter, with customer count and
spending  suffering  the last two weeks of each month.  Overall sales were below
plan, with a large part of this occurring at the end of April.  Sales mix, which
had been trending to the lower margin  areas,  stabilized in April for the first
time in 10 months.  We expected  cost savings from  operational  and  technology
initiatives to help offset the effect of slower sales, but these initiatives did
not begin to produce a meaningful  impact until April.  Thus, the combination of
lower-than-expected sales and expense deleveraging caused us to miss our plan by
one cent per share for the quarter.

     "Although the sales environment  remains  challenging,  we continue to make
progress  on other  strategic  initiatives  that we think will lead to  improved
sales and operating  performance over the balance of the year, especially in the
second half," Hayes  continued.  "Our  inventory  position is good, and with the
recent success of our inventory allocation model, we are able to better position
our  inventory  throughout  our stores.  New store and pharmacy  openings are on
plan,  with 21 and 7,  respectively,  opened in the first quarter.  Lastly,  the
implementation  of our refrigerated  foods program is on schedule for completion
by the end of 2005.  To date,  64 stores are on the cooler  program  and are now
able to accept  government aid electronic  benefits  transfer cards. Test stores
with that  program  in place  have  experienced  a  significant  improvement  in
comparable store sales compared with our overall Company  average.  All of these
initiatives, as they progress, should contribute to improved results through the
balance of 2005."

                                     -MORE-
FRED Reports First Quarter Results
Page 2
May 26, 2005

     Concluding,  Hayes added:  "As we look  forward,  we now believe that total
sales for 2005  will  increase  in the  range of 12% to 13% and that  comparable
store  sales  will  increase  in  the  range  of 3% to  4%.  The  70-basis-point
deleveraging of operating  expenses in the first quarter should begin to reverse
over the balance of the year, resulting in overall positive expense leverage for
2005 as a whole. We believe the net effect of these changes will be to shift the
one-cent  shortfall in earnings  from the first  quarter to the second,  but our
plan for the year overall remains intact.

     Fred's  gross  profit  for the first  quarter  of 2005 was  $109.0  million
compared  with $96.8  million in the same  period  last  year,  representing  an
increase of 13% for the period.  Gross margin for the quarter was 28.5% of sales
compared with 28.3% of sales in the year-earlier period.

     Selling,  general and administrative expenses for the first quarter of 2005
increased  to 25.8% of sales  versus  25.1% of sales in the first  quarter  last
year. This increase was primarily attributable to an increase in store labor and
advertising costs as a percent of sales, as well as increases in fuel prices and
utilities expenses.

     Operating income for the first quarter of 2005 declined 8% to $10.2 million
from $11.1 million in the year-earlier period.  Operating income for the quarter
was 2.7% of sales versus 3.2% of sales in the first quarter of 2004.

     Fred's Inc. operates 607 discount general merchandise stores,  including 25
franchised Fred's stores in the southeastern United States. For more information
about the Company, visit Fred's Website 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.earnings.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 26, 2005.

     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 centers and its stores or between the Company's suppliers
and same, a disruption in the Company's data processing services,  and costs and
delays  in  acquiring  or  developing  new store  sites.  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)

                                     -MORE-
FRED Reports First Quarter Results
Page 3
May 26, 2005

                                  FRED'S, INC.
                         Unaudited Financial Highlights
                    (in thousands, except per share amounts)
13 Weeks         13 Weeks
                                                                   Ended            Ended
                                                                 April 30,         May 1,            Percent
                                                                   2005             2004             Change
                                                              -------------     -------------      ------------
                                                                                (as restated)
Net sales                                                     $     382,738     $     341,486            12.1%
Operating income                                              $      10,191     $      11,118            -8.3%
Net income                                                    $       6,722     $       7,202            -6.7%
Net income per share:
    Basic                                                     $        0.17     $        0.18            -5.6%
    Diluted                                                   $        0.17     $        0.18            -5.6%
Average shares outstanding:
    Basic                                                            39,549            39,060
    Diluted                                                          39,714            39,706
FRED'S, INC.
                         Unaudited Financial Highlights
                    (in thousands, except per share amounts)
13 Weeks                     13 Weeks
                                                             Ended                        Ended
                                                           April 30,       % of          May 1,         % of
                                                             2005          Total          2004          Total
                                                          -----------    ---------    ------------   ---------
                                                                                      (as restated)
Net sales                                                 $   382,738       100.0%    $   341,486       100.0%
Cost of goods sold                                            273,709        71.5%        244,692        71.7%
                                                          -----------    ---------    -----------    ---------
Gross profit                                                  109,029        28.5%         96,794        28.3%
Selling, general and administrative expenses                   98,838        25.8%         85,676        25.1%
                                                          -----------    ---------    -----------    ---------
Operating income                                               10,191         2.7%         11,118         3.2%
Interest (income)/expense, net                                    158         0.0%             62         0.0%
                                                          -----------    ---------    -----------    ---------
Income before income taxes                                     10,033         2.7%         11,056         3.2%
Provision for income taxes                                      3,311          .9%          3,854         1.1%
                                                          -----------    ---------    -----------    ---------
Net income                                                $     6,722         1.8%    $     7,202         2.1%
                                                          ===========    =========    ===========    =========
Net income per share:
    Basic                                                 $      0.17                 $      0.18
                                                          ===========                 ===========
    Diluted                                               $      0.17                 $      0.18
                                                          ===========                 ===========
Weighted average shares outstanding:
    Basic                                                      39,549                      39,060
                                                          ===========                 ===========
    Diluted                                                    39,714                      39,706
                                                          ===========                 ===========
-MORE-
FRED Reports First Quarter Results
Page 4
May 26, 2005

                                  FRED'S, INC.
                             Unaudited Balance Sheet
                                 (in thousands)
April 30,          May 1,
                                                                                   2005              2004
                                                                              -------------      -------------
                                                                                                 (as restated)
ASSETS:
Cash and cash equivalents                                                     $      16,488      $       4,573
Inventories                                                                         297,039            263,689
Receivables                                                                          20,609             18,402
Other non-trade receivables                                                          11,872              2,684
Prepaid expenses and other current assets                                             6,568              5,284
                                                                              -------------      -------------
    Total current assets                                                            352,576            294,632
Property and equipment, net                                                         140,519            134,077
Other noncurrent assets                                                               6,551              4,078
                                                                              -------------      -------------
    Total assets                                                              $     499,646      $     432,787
                                                                              =============      =============

LIABILITIES AND SHAREHOLDERS' EQUITY:
Accounts payable                                                              $      88,190      $      75,962
Current portion of indebtedness                                                          18                 18
Current portion of capital lease obligation                                             655                689
Accrued expenses and other                                                           29,680             18,034
Deferred tax liability                                                               17,829             11,056
Income taxes payable                                                                  2,277              2,836
                                                                              -------------      -------------
    Total current liabilities                                                       138,649            108,595

Long-term portion of indebtedness                                                    27,928             21,660
Deferred income taxes                                                                 8,279              4,458
Long-term portion of capital lease obligations                                          879              1,543
Other noncurrent liabilities                                                          2,486              3,241
                                                                              -------------      -------------
    Total liabilities                                                               178,221            139,497
Shareholders' equity                                                                321,425            293,290
                                                                              -------------      -------------
    Total liabilities and shareholders' equity                                $     499,646      $     432,787
                                                                              =============      =============
-END-