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):                   June 8, 2004



                                  Fred's, Inc.
             (Exact name of registrant as specified in its charter)


        Tennessee                  00-19288                     62-0634010
(State or other jurisdiction     (Commission                  (IRS Employer
     of incorporation)            File Number)              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 5.   Other Events.

On June 8, 2004, Fred's Inc. (the "Company")  determined that is was in the best
interest of the Company and its shareholders to revise the form of the Company's
2004  Employee  Stock  Purchase  Plan  (the  "Plan")  to  be  presented  to  its
shareholders  to reduce the aggregate  number of shares of Common Stock,  no par
value,  to be made available  under the Plan.  The Plan had previously  provided
that the shares of Common Stock that could be sold  pursuant to Purchase  Rights
granted under the Plan would not exceed in the aggregate one million (1,000,000)
shares of Common Stock,  plus an annual increase to be added on the first day of
each calendar year,  commencing on January 1, 2005 and ending on (and including)
January 1,  2014,  equal to the least of (i) two  percent  (2%) of the shares of
Common Stock  outstanding  on each January 1 (rounded  down to the nearest whole
share and calculated on a fully diluted basis,  that is assuming the exercise of
all outstanding  stock options and warrants to purchase shares of Common Stock);
(ii) five  hundred  thousand  (500,000)  shares of Common  Stock;  or (iii) such
number of shares of Common Stock as determined by the Board,  which number shall
be less than each of (i) and (ii).  As revised,  the Plan will  provide that the
shares of Common  Stock that may be sold  pursuant  to Purchase  Rights  granted
under the Plan shall not exceed in the aggregate one million  (1,000,000) shares
of Common  Stock,  plus an annual  increase to be added on the first day of each
calendar  year,  commencing  on January  1, 2005 and  ending on (and  including)
January 1,  2009,  equal to the least of (i) one  percent  (1%) of the shares of
Common Stock  outstanding  on each January 1 (rounded  down to the nearest whole
share and calculated on a fully diluted basis,  that is assuming the exercise of
all outstanding  stock options and warrants to purchase shares of Common Stock);
(ii) five  hundred  thousand  (500,000)  shares of Common  Stock;  or (iii) such
number of shares of Common Stock as determined by the Board,  which number shall
be less than each of (i) and (ii).  In  addition,  the revised Plan will provide
that in no event shall the cumulative  number of shares of Common Stock that may
be sold  pursuant to the  Purchase  Rights  granted  under the Plan exceed three
million five hundred  thousand  (3,500,000)  shares of Common Stock. The Company
believes  that this change is in the best  interest of the  shareholders  as the
Plan, as revised,  will be less dilutive.  The revised Plan, which will be voted
upon by the shareholders of the Company at the Annual Meeting being held on June
16, 2004, was attached as Appendix D to the Company's  Proxy Statement dated May
21, 2004.

Item 7. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit
   No.         Description
-------        -----------

   4           Form of Revised Section 4 of the Fred's Inc. 2004 Employee Stock
               Purchase Plan


<PAGE>


                                   SIGNATURES


     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 hereunto duly authorized.

                                               FRED'S INC.

                                               By: /s/ Jerry A. Shore
                                                  ---------------------------
                                               Its: Executive Vice President and
                                               Chief Financial Officer

Date: June 8, 2004



                                INDEX TO EXHIBITS

Exhibit
   No.         Description
-------        -----------

   4           Form of Revised Section 4 of the Fred's Inc. 2004 Employee Stock
               Purchase Plan







<PAGE>

                  FORM OF REVISED SECTION 4 OF THE FRED'S, INC.
                        2004 EMPLOYEE STOCK PURCHASE PLAN


     Section 4 of the Fred's Inc. 2004 Employee Stock Purchase Plan (the "Plan")
has been  revised to read as follows in the form of Plan to be voted upon by the
shareholders on June 16, 2004:

         4.       SHARES OF COMMON STOCK SUBJECT TO THE PLAN.

                  (a)  Subject  to the  provisions  of Section  14  relating  to
                  adjustments  upon changes in stock, the shares of Common Stock
                  that may be sold pursuant to Purchase Rights granted under the
                  Plan shall not exceed in the aggregate one million (1,000,000)
                  shares of Common Stock, plus an annual increase to be added on
                  the first day of each calendar year,  commencing on January 1,
                  2005 and ending on (and including)  January 1, 2009,  equal to
                  the  least of (i) one  percent  (1%) of the  shares  of Common
                  Stock  outstanding  on each  January  1  (rounded  down to the
                  nearest whole share and  calculated on a fully diluted  basis,
                  that is assuming the exercise of all outstanding stock options
                  and warrants to purchase  shares of Common  Stock);  (ii) five
                  hundred  thousand  (500,000)  shares of Common Stock; or (iii)
                  such  number of shares of Common  Stock as  determined  by the
                  Board,  which  number shall be less than each of (i) and (ii).
                  If any  Purchase  Right  granted  under the Plan shall for any
                  reason terminate without having been exercised, the shares not
                  purchased   under  such  Purchase  Right  shall  again  become
                  available  for issuance  under the Plan. In no event shall the
                  cumulative  number of shares of Common  Stock that may be sold
                  pursuant to the Purchase  Rights granted under the Plan exceed
                  three  million five  hundred  thousand  (3,500,000)  shares of
                  Common Stock.

                  (b) The  shares of  Common  Stock  subject  to the Plan may be
                  unissued shares or shares that have been bought on the open
                  market at prevailing market prices or otherwise.

All other provisions of the Plan not inconsistent  herewith are hereby confirmed
and ratified.
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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):                   June 8, 2004

                                  Fred's, Inc.
             (Exact name of registrant as specified in its charter)

        Tennessee                  00-19288                     62-0634010
(State or other jurisdiction     (Commission                  (IRS Employer
     of incorporation)            File Number)              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 5.   Other Events.

On June 8, 2004, Fred's Inc. (the "Company")  determined that is was in the best
interest of the Company and its shareholders to revise the form of the Company's
2004  Employee  Stock  Purchase  Plan  (the  "Plan")  to  be  presented  to  its
shareholders  to reduce the aggregate  number of shares of Common Stock,  no par
value,  to be made available  under the Plan.  The Plan had previously  provided
that the shares of Common Stock that could be sold  pursuant to Purchase  Rights
granted under the Plan would not exceed in the aggregate one million (1,000,000)
shares of Common Stock,  plus an annual increase to be added on the first day of
each calendar year,  commencing on January 1, 2005 and ending on (and including)
January 1,  2014,  equal to the least of (i) two  percent  (2%) of the shares of
Common Stock  outstanding  on each January 1 (rounded  down to the nearest whole
share and calculated on a fully diluted basis,  that is assuming the exercise of
all outstanding  stock options and warrants to purchase shares of Common Stock);
(ii) five  hundred  thousand  (500,000)  shares of Common  Stock;  or (iii) such
number of shares of Common Stock as determined by the Board,  which number shall
be less than each of (i) and (ii).  As revised,  the Plan will  provide that the
shares of Common  Stock that may be sold  pursuant  to Purchase  Rights  granted
under the Plan shall not exceed in the aggregate one million  (1,000,000) shares
of Common  Stock,  plus an annual  increase to be added on the first day of each
calendar  year,  commencing  on January  1, 2005 and  ending on (and  including)
January 1,  2009,  equal to the least of (i) one  percent  (1%) of the shares of
Common Stock  outstanding  on each January 1 (rounded  down to the nearest whole
share and calculated on a fully diluted basis,  that is assuming the exercise of
all outstanding  stock options and warrants to purchase shares of Common Stock);
(ii) five  hundred  thousand  (500,000)  shares of Common  Stock;  or (iii) such
number of shares of Common Stock as determined by the Board,  which number shall
be less than each of (i) and (ii).  In  addition,  the revised Plan will provide
that in no event shall the cumulative  number of shares of Common Stock that may
be sold  pursuant to the  Purchase  Rights  granted  under the Plan exceed three
million five hundred  thousand  (3,500,000)  shares of Common Stock. The Company
believes  that this change is in the best  interest of the  shareholders  as the
Plan, as revised,  will be less dilutive.  The revised Plan, which will be voted
upon by the shareholders of the Company at the Annual Meeting being held on June
16, 2004, was attached as Appendix D to the Company's  Proxy Statement dated May
21, 2004.

Item 7. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit
   No.         Description
-------        -----------

   4           Form of Revised Section 4 of the Fred's Inc. 2004 Employee Stock
               Purchase Plan
SIGNATURES

     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 hereunto duly authorized.

                                               FRED'S INC.

                                               By: /s/ Jerry A. Shore
                                                  ---------------------------
                                               Its: Executive Vice President and
                                               Chief Financial Officer

Date: June 8, 2004

                                INDEX TO EXHIBITS

Exhibit
   No.         Description
-------        -----------

   4           Form of Revised Section 4 of the Fred's Inc. 2004 Employee Stock
               Purchase Plan
FORM OF REVISED SECTION 4 OF THE FRED'S, INC.
                        2004 EMPLOYEE STOCK PURCHASE PLAN

     Section 4 of the Fred's Inc. 2004 Employee Stock Purchase Plan (the "Plan")
has been  revised to read as follows in the form of Plan to be voted upon by the
shareholders on June 16, 2004:

         4.       SHARES OF COMMON STOCK SUBJECT TO THE PLAN.

                  (a)  Subject  to the  provisions  of Section  14  relating  to
                  adjustments  upon changes in stock, the shares of Common Stock
                  that may be sold pursuant to Purchase Rights granted under the
                  Plan shall not exceed in the aggregate one million (1,000,000)
                  shares of Common Stock, plus an annual increase to be added on
                  the first day of each calendar year,  commencing on January 1,
                  2005 and ending on (and including)  January 1, 2009,  equal to
                  the  least of (i) one  percent  (1%) of the  shares  of Common
                  Stock  outstanding  on each  January  1  (rounded  down to the
                  nearest whole share and  calculated on a fully diluted  basis,
                  that is assuming the exercise of all outstanding stock options
                  and warrants to purchase  shares of Common  Stock);  (ii) five
                  hundred  thousand  (500,000)  shares of Common Stock; or (iii)
                  such  number of shares of Common  Stock as  determined  by the
                  Board,  which  number shall be less than each of (i) and (ii).
                  If any  Purchase  Right  granted  under the Plan shall for any
                  reason terminate without having been exercised, the shares not
                  purchased   under  such  Purchase  Right  shall  again  become
                  available  for issuance  under the Plan. In no event shall the
                  cumulative  number of shares of Common  Stock that may be sold
                  pursuant to the Purchase  Rights granted under the Plan exceed
                  three  million five  hundred  thousand  (3,500,000)  shares of
                  Common Stock.

                  (b) The  shares of  Common  Stock  subject  to the Plan may be
                  unissued shares or shares that have been bought on the open
                  market at prevailing market prices or otherwise.

All other provisions of the Plan not inconsistent  herewith are hereby confirmed
and ratified.