Sec Form 3 Filing - JACKSON TERESA D @ FREDS INC - 2003-09-24

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person JACKSON TERESA D 2. Issuer Name and Ticker or Trading Symbol FREDS INC [ FRED] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Vice President (Last) (First) (Middle) 4300 NEW GETWELL RD 3. Date of Earliest Transaction (MM/DD/YY) 09/24/2003 (Street) MEMPHIS, TN38118 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Option on Class A Common Stock $ 17.67 ( 1 ) ( 1 ) Class A Common Stock 7,200 D Option on Class A Common Stock $ 20.6 ( 2 ) ( 2 ) Class A Common Stock 1,800 ( 3 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other JACKSON TERESA D 4300 NEW GETWELL RD MEMPHIS, TN38118 Vice President Signatures /s/ Teresa Jackson 09/24/2003 Signature of Reporting Person Date

Explanation of Responses:

( 1 ) Received grant dated 3/11/03 with the option term of seven years, six months. Vesting Schedule: 10% on 8/20/04, 8/20/05, 8/20/06, 8/20/07, with the remaining 60% vesting on 8/20/08. Vesting may be accelerated to 20% in any year that Operating Income Margin meets or exceeds the target. ( 2 ) Received grant dated 5/19/03 with the option term of seven years, four months. Vesting Schedule: 10% on 8/20/04, 8/20/05, 8/20/06, 8/20/07, with the remaining 60% vesting on 8/20/08. Vesting may be accelerated to 20% in any year that Operating Income Margin meets or exceeds the target. ( 3 ) Ms. Jackson now has a total of 14,625 options which include options granted on 3/2/00.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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