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): April 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 7. Financial Statements, Pro Forma Financial Information and Exhibits.

         (c)           Exhibits:

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

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

Item 12. Results of Operations and Financial Condition.

     On April 26, 2004,  Fred's Inc.  issued a press release  announcing,  among
other things,  that it is revising its earnings  outlook for 2004. A copy of the
press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.



                                       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



April 26, 2004


                                       3
<PAGE>


                                INDEX TO EXHIBITS


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

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


                                       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 Inc. Revises Earnings Outlook for 2004

MEMPHIS, Tenn. (April 26, 2004) -- Fred's Inc.  (NASDAQ/NM:FRED) today announced
that it is  revising  its  earnings  outlook  for 2004.  The Company now expects
earnings  for the  year to be in a range  from  $0.97 to $1.00  per  share.  The
revised guidance represents earnings growth of between 14% and 18% over year-end
2003 earnings of $0.85 per share.  Previously,  the  Company's  outlook for 2004
called for earnings of between $1.03 and $1.10 per share.

     The   Company   is   reducing    its   earnings    guidance    because   of
lower-than-expected  sales  trends  in  the  first  quarter,  which  reflect  an
increasingly   competitive   sales  environment  and  the  dampening  impact  of
continuing  sluggish  economic  conditions and rising prices on customers in the
discount  store sector.  The Company also faces cost increases for expenses such
as freight and logistics.

     The Company plans to report full financial results for the first quarter of
2004 on May 20, 2004.

     Fred's, Inc. operates 524 discount general merchandise stores mainly in the
southeastern  United States,  including 26 franchised  Fred's  stores.  For more
information about the Company, visit Fred's website 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 centers 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.

                                -END-
[{"type": "8-K", "sequence": "1", "filename": "freds8k042604.txt", "description": "CURRENT REPORT", "secsgml_size_bytes": 5894}]
{"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": "04753663"}, "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): April 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 7. Financial Statements, Pro Forma Financial Information and Exhibits.

         (c)           Exhibits:

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

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

Item 12. Results of Operations and Financial Condition.

     On April 26, 2004,  Fred's Inc.  issued a press release  announcing,  among
other things,  that it is revising its earnings  outlook for 2004. A copy of the
press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

                                       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

April 26, 2004

                                       3
INDEX TO EXHIBITS

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

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

                                       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 Inc. Revises Earnings Outlook for 2004

MEMPHIS, Tenn. (April 26, 2004) -- Fred's Inc.  (NASDAQ/NM:FRED) today announced
that it is  revising  its  earnings  outlook  for 2004.  The Company now expects
earnings  for the  year to be in a range  from  $0.97 to $1.00  per  share.  The
revised guidance represents earnings growth of between 14% and 18% over year-end
2003 earnings of $0.85 per share.  Previously,  the  Company's  outlook for 2004
called for earnings of between $1.03 and $1.10 per share.

     The   Company   is   reducing    its   earnings    guidance    because   of
lower-than-expected  sales  trends  in  the  first  quarter,  which  reflect  an
increasingly   competitive   sales  environment  and  the  dampening  impact  of
continuing  sluggish  economic  conditions and rising prices on customers in the
discount  store sector.  The Company also faces cost increases for expenses such
as freight and logistics.

     The Company plans to report full financial results for the first quarter of
2004 on May 20, 2004.

     Fred's, Inc. operates 524 discount general merchandise stores mainly in the
southeastern  United States,  including 26 franchised  Fred's  stores.  For more
information about the Company, visit Fred's website 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 centers 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.

                                -END-