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): November 23, 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


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  November  23 2004,  Fred's,  Inc.  issued  a press  release  announcing  its
financial  results for the third  fiscal  quarter and  nine-month  period  ended
October 30,  2004.  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 November 23, 2004











<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:    November 23, 2004


<PAGE>



                                INDEX TO EXHIBITS


  Exhibit
  Number      Description
  ----------  ---------------------------------------------------------------
   99.1       Press release issued by Fred's, Inc., dated November 23, 2004
[{"type": "8-K", "sequence": "1", "filename": "freds8k.txt", "description": "CURRENT REPORT DATED NOVEMBER 23, 2004", "secsgml_size_bytes": 3668}]
{"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": "041163879"}, "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): November 23, 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

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  November  23 2004,  Fred's,  Inc.  issued  a press  release  announcing  its
financial  results for the third  fiscal  quarter and  nine-month  period  ended
October 30,  2004.  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 November 23, 2004
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:    November 23, 2004
INDEX TO EXHIBITS

  Exhibit
  Number      Description
  ----------  ---------------------------------------------------------------
   99.1       Press release issued by Fred's, Inc., dated November 23, 2004