UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                [GRAPHIC OMITTED]

                                    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): August 26, 2004


                                  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 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
                        August 26, 2004


Item 2.02. Results of Operations and Financial Condition.

     On August 26, 2004,  Fred's Inc. issued a press release  announcing,  among
other things,  its quarterly  earnings results for its second quarter ended July
31,  2004.  A copy of the press  release is  attached  as  Exhibit  99.1 to this
Current Report on Form 8-K.









<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



August 26, 2004


<PAGE>




                                INDEX TO EXHIBITS


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

     99.1        Press release issued by Fred's, Inc., dated August 26, 2004
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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": "04999471"}, "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

                                [GRAPHIC OMITTED]

                                    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): August 26, 2004

                                  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 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
                        August 26, 2004

Item 2.02. Results of Operations and Financial Condition.

     On August 26, 2004,  Fred's Inc. issued a press release  announcing,  among
other things,  its quarterly  earnings results for its second quarter ended July
31,  2004.  A copy of the press  release is  attached  as  Exhibit  99.1 to this
Current Report on Form 8-K.
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

August 26, 2004
INDEX TO EXHIBITS

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

     99.1        Press release issued by Fred's, Inc., dated August 26, 2004