<PAGE>
 
     As filed with the Securities and Exchange Commission on March 21, 1997
                                                           Registration No. 333-
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                  __________
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                                  ___________

                                FRIEDMAN'S INC.
            (Exact name of registrant as specified in its charter)

     DELAWARE                                       58-2058362
  (State of incorporation)            (IRS Employer Identification No.)

                              4 WEST STATE STREET
                            SAVANNAH, GEORGIA 31401
              (Address of Principal Executive Offices) (Zip Code)

                                FRIEDMAN'S INC.
                            1996 STOCK OPTION PLAN
                           (Full title of the plan)

                               BRADLEY J. STINN
                      CHAIRMAN OF THE BOARD OF DIRECTORS
                                FRIEDMAN'S INC.
                              4 WEST STATE STREET
                            SAVANNAH, GEORGIA 31401
                                (912) 233-9333
  (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                   COPY TO:
                               M. HILL JEFFRIES
                               ALSTON & BIRD LLP
                              ONE ATLANTIC CENTER
                          1201 WEST PEACHTREE STREET
                         ATLANTA, GEORGIA  30309-3424
                                (404) 881-7000
                         ____________________________


                          CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===============================================================================================================================
               TITLE OF                                  PROPOSED MAXIMUM        PROPOSED MAXIMUM       AMOUNT OF 
            SECURITIES TO                AMOUNT TO BE     OFFERING PRICE PER     AGGREGATE OFFERING    REGISTRATION 
            BE REGISTERED                REGISTERED (1)       SHARE (2)               PRICE
-------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>             <C>                     <C>                   <C>
Class A Common Stock, $.01 par value        124,750              $17.75              $2,214,313              $671
-------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, $.01 par value         25,250              $17.32                 437,330               133
-------------------------------------------------------------------------------------------------------------------------------
              Total                         150,000                                  $2,651,643              $804
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

  (1) This Registration Statement also covers any additional shares that may
      hereafter become purchasable as a result of the adjustment provisions of
      the Friedman's Inc. 1996 Stock Option Plan (the "Plan").
  (2) Determined in accordance with Rule 457(h), the registration fee is based
      on the average option price per share for shares presently subject to
      options and, for those shares not presently subject to options, on the
      average of the high and low prices of the Registration's Class A Common
      Stock reported on the Nasdaq National Market on March 17, 1997.
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

    The following documents filed by Friedman's Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference:

          (a)  The Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1996.

          (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
document incorporated pursuant to (a) above.

          (c)  The description of the Class A Common Stock, $.01 par value per
share of the Company which is contained in a registration statement filed under
Section 12 of the Securities Exchange Act of 1934, including any amendment or
report filed for the purpose of updating such description.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Securities Exchange Act of 1934 prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of the filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.  Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The legality of the issuance the securities being registered has been
passed upon for the Company by the law firm of Alston & Bird LLP.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the General Corporation Law of the State of Delaware
empowers a Delaware corporation to indemnify present and former directors,
officers, employees or agents of the corporation. Article Ninth of the
Certificate of Incorporation, as amended, of the Company provides:

     NINTH:  Limitation of Liability; Indemnification

A.   Limitation of Directors' Liability

     To the fullest extent that the General Corporation Law of the State of
Delaware, as it exists on the date hereof or as it may hereafter be amended,
permits the limitation or elimination of the liability of directors, no director
of the Company shall be liable to the Company or its stockholders for monetary
damages for beach of fiduciary duty as a director.  No amendment to or repeal of
this Section A of this Article shall apply to or have any effect on the
liability or alleged liability of any director of the Company for or with
respect to any acts or omissions of such director occurring prior to such
amendment or repeal.

B.   Indemnification

     1.   Right to Indemnification.  The Company shall to the fullest extent
permitted by applicable law as then in effect indemnify any person (the
"Indemnitee") who was or is involved in any manner (including, without
limitation, as a party or witness) or is threatened to be made so involved in
any threatened, pending or completed investigation, claim, action, suit or
proceeding, 

                                     II-2
<PAGE>
 
whether civil, criminal, administrative or investigative (including, without
limitation, any action, suit or proceeding by or in the right of the Company to
procure a judgment in its favor) (a "Proceeding") by reason of the fact that he
is or was a director or officer of the Company, or is or was serving at the
request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise (including,
without limitation, any employee benefit plan) against all expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such Proceeding. Such
indemnification shall be a contract right and shall include the right to receive
payment in advance of any expenses incurred by the Indemnitee in connection with
such Proceeding, consistent with the provisions of applicable law as then in
effect.

     (2)  Insurance, Contracts and Funding.  The Company may purchase and
maintain insurance to protect itself and any Indemnitee against any expenses,
judgments, fines and amounts paid in settlement as specified in Section B-1 of
this Article or incurred by any Indemnitee in connection with any Proceeding
referred to in Section B-1 of this Article, to the fullest extent permitted by
applicable law as then in effect. The Company may enter into contracts with any
director or officer of the Company in furtherance of the provisions of this
Article and may create a trust fund, grant a security interest or use other
means (including, without limitation, a letter of credit) to ensure the payment
of such amounts as may be necessary to effect indemnification as provided in
this Article.

     (3)  Indemnification Not Exclusive Right.  The right of indemnification
provided in this Article shall not be exclusive of any other rights to which
those seeking indemnification may otherwise be entitled, and the provisions of
this Article shall inure to the benefit of the heirs and legal representatives
of any person entitled to indemnity under this Article and shall be applicable
to proceedings commenced or continuing after the adoption of this Article,
whether arising from acts or omissions occurring before or after such adoption.

     (4)  Advancement of Expenses; Procedures; Presumptions and Effects of
Certain Proceedings; Remedies. In furtherance but not in limitation of the
foregoing provisions, the following procedures, presumptions and remedies shall
apply with respect to the advancement of expenses and the right to
indemnification under this Article:

          (a)  Advancement of Expenses.  All reasonable expenses incurred by or
     on behalf of an Indemnitee in connection with any proceeding shall be
     advanced to the Indemnitee by the Company within 20 days after the receipt
     by the Company of a statement or statements from the Indemnitee requesting
     such advance or advances from time to time, whether prior to or after final
     disposition of such Proceeding. Such statement or statements shall
     reasonably evidence the expenses incurred by the Indemnitee and, if
     required by law at the time of such advance, shall include or be
     accompanied by an undertaking by or on behalf of the Indemnitee to repay
     the amounts advanced if it should ultimately be determined that the
     Indemnitee is not entitled to be indemnified against such expenses pursuant
     to this Article.

          (b)  Procedure for Determination of Entitlement to Indemnification.
     (i) To obtain indemnification under this Article, an Indemnitee shall
     submit to the Secretary of the Company a written request, including such
     documentation as is reasonably available to the Indemnitee and reasonably
     necessary to determine whether and to what extent the Indemnitee is
     entitled to indemnification (the "Supporting Documentation"). The
     determination of the Indemnitee's entitlement to indemnification shall be
     made no later than 60 days after receipt by the Company of the written
     request for indemnification together with the Supporting Documentation. The
     Secretary of the Company shall, promptly upon receipt of such a request for
     indemnification, advise the Board of Directors in writing that the
     Indemnitee has requested indemnification.

          (ii)   The Indemnitee's entitlement to indemnification under this
          Article shall be determined in one of the following ways: (A) by a
          majority vote of the Disinterested Directors (as hereinafter defined),
          if they constitute a quorum of the Board of Directors; 

                                     II-3
<PAGE>
 
          (B) by a written opinion of Independent Counsel (as hereinafter
          defined) if a quorum of the board of Directors consisting of
          Disinterested Directors is not obtainable or, even if obtainable, a
          majority of such Disinterested Directors so directs; (C) by the
          stockholders of the Company entitled to vote; or (D) as provided in
          Section B-4(c) of this Article.

          (iii)  In the event the determination of entitlement to
          indemnification is to be made by Independent Counsel pursuant to
          Section B-4(b)(ii) of this Article, a majority of the Disinterested
          Directors shall select the Independent Counsel, but only an
          Independent Counsel to which the Indemnitee does not reasonably
          object.

          (c)  Presumptions and Effect of Certain Proceedings.  Except as
     otherwise expressly provided in this Article, the Indemnitee shall be
     presumed to be entitled to indemnification under this Article upon
     submission of a request for indemnification together with the Supporting
     Documentation in accordance with Section B-4(b)(i), and thereafter the
     Company shall have the burden of proof to overcome that presumption in
     reaching a contrary determination. In any event, if the person or persons
     empowered under Section B-4(b) of this Article to determine within 60 days
     after the receipt by the Company of the request therefor together with the
     Supporting Documentation, the Indemnitee shall be entitled to
     indemnification unless (A) the Indemnitee misrepresented or failed to
     disclose a material fact in making the request for indemnification or in
     the Supporting Documentation or (B) such indemnification is prohibited by
     law. The termination of any Proceeding described in Section B-1, or of any
     claim, issue or matter therein, by judgment, order, settlement or
     conviction, or upon a plea of nolo contendere or its equivalent, shall not,
     of itself, adversely affect the right of the Indemnitee to indemnification
     or create a presumption that the Indemnitee did not act in good faith and
     in a manner which he reasonably believed to be in or not opposed to the
     best interests of the Company or, with respect to any criminal proceeding,
     that the Indemnitee had reasonable cause to believe that his conduct was
     unlawful.

          (d)  Remedies of Indemnitee.  (i)  In the event that a determination
     is made pursuant to Section B-4(b) of this Article that the Indemnitee is
     not entitled to indemnification under this Article, (A) the Indemnitee
     shall be entitled to seek an adjudication of his entitlement to such
     indemnification either, at the Indemnitee's sole option, in (x) an
     appropriate court of the State of Delaware or any other court of competent
     jurisdiction or (y) an arbitration to be conducted by a single arbitrator
     pursuant to the rules of the American Arbitration Association; (B) any such
     judicial proceeding or arbitration shall be de novo and the Indemnitee
     shall not be prejudiced by reason of such adverse determination; and (C) in
     any such judicial proceeding or arbitration the Company shall have the
     burden of proving that the Indemnitee is not entitled to indemnification
     under this Article.

          (ii)   If a determination shall have been made or deemed to have been
     made, pursuant to Section B-4(b) or (c), that the Indemnitee is entitled to
     indemnification, the Company shall be obligated to pay the amounts
     constituting such indemnification within five days after such determination
     has been made or deemed to have been made and shall be conclusively bound
     by such determination unless (A) the Indemnitee misrepresented or failed to
     disclose a material fact in making the request for indemnification or in
     the Supporting Documentation or (B) such indemnification is prohibited by
     law. In the event that (C) advancement of expenses is not timely made
     pursuant to Section B-4(a) or (D) payment of indemnification is not made
     within five days after a determination if entitlement to indemnification
     has been made or deemed to have been made pursuant to Section B-4(b) or
     (c), the Indemnitee shall be entitled to seek judicial enforcement of the
     Company's obligation to pay to the Indemnitee such advancement of expenses
     or indemnification. Notwithstanding the foregoing, the Company may bring an
     action, in an appropriate court of the State of Delaware or any other court
     of competent jurisdiction, contesting the right of the Indemnitee to
     receive indemnification hereunder due to the occurrence of an event
     described in subclause (A) or (B) of this clause (ii) (a "Disqualifying
     Event"); provided, however, that in any such action the Company shall have
     the burden of proving the occurrence of such Disqualifying Event.

                                     II-4
<PAGE>
 
               (iii)  The Company shall be precluded from asserting in any
          judicial proceeding or arbitration commenced pursuant to this Section
          B-4(d) that the procedures and presumptions of this Article are not
          valid, binding and enforceable and shall stipulate in any such court
          or before any such arbitrator that the Company is bound by all the
          provisions of this Article.

               (iv)   In the event that the Indemnitee, pursuant to this Section
          B-4(d), seeks a judicial adjudication of or an award in arbitration to
          enforce his rights under, or to recover damages for breach of, this
          Article, the Indemnitee shall be entitled to recover from the Company,
          and shall be indemnified by the Company against, any expenses actually
          and reasonably incurred by him if the Indemnitee prevails in such
          judicial adjudication. If it shall be determined in such judicial
          adjudication or arbitration that the Indemnitee is entitled to receive
          part but not all of the indemnification or advancement of expenses
          sought, the expenses incurred by the Indemnitee in connection with
          such judicial adjudication or arbitration shall be prorated
          accordingly.

               (e)    Definitions.  For purposes of this Section B-4:

               (i)    "Disinterested Director" means a director of the Company
               who is not or was not a party to the Proceeding in respect of
               which indemnification is sought by the Indemnitee.

               (ii)   "Independent Counsel" means a law firm or a member of a
               law firm that neither presently is, nor in the past five years
               has been, retained to represent (A) the Company or the Indemnitee
               in any matter material to either such party or (B) any other
               party to the Proceeding giving rise to a claim for
               indemnification under this Article. Notwithstanding the
               foregoing, the term "Independent Counsel" shall not include any
               person who, under the applicable standards of professional
               conduct then prevailing under the law of the State of Delaware,
               would have a conflict of interest in representing either the
               Company or the Indemnitee in an action to determine the
               Indemnitee's rights under this Article.

          (5)  Severability.  If any provisions of this Article shall be held to
     be invalid, illegal or unenforceable for any reason whatsoever: (a) the
     validity, legality and enforceability of the remaining provisions of this
     Article (including, without limitation, all portions of any paragraph of
     this Article containing any such provision held to be invalid, illegal or
     unenforceable that are not themselves invalid, illegal or unenforceable)
     shall not in any way be affected or impaired thereby; and (b) to the
     fullest extent possible, the provisions of this Article (including, without
     limitation, all portions of any paragraph of this Article containing any
     such provision held to be invalid, illegal or unenforceable that are not
     themselves invalid, illegal or unenforceable) shall be construed so as to
     give effect to the intent manifested by the provision held invalid, illegal
     or unenforceable.

     The Registrant has purchased directors' and officers liability insurance
covering many of the possible actions and omissions of persons acting or failing
to act in such capacities.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.  Not applicable.

ITEM 8.  EXHIBITS.*

     4(a)   Registrant's Certificate of Incorporation, as amended, hereby
incorporated by reference from Exhibit 4(a) to the Registrant's Registration
Statement on Form S-3 dated March 21, 1997 with Registration No. 333-17755.

     4(b)   Registrant's Bylaws hereby incorporated by reference from Exhibit
3.3 to the Registrant's Registration Statement on Form S-1 dated August 19, 1993
with Registration No. 33-67662.

     4(c)   Friedman's Inc. 1996 Stock Option Plan.

                                     II-5
<PAGE>
 
     5      Opinion of counsel of Registrant.

     23(a)  Consent of counsel (included in Exhibit 5).

     23(b)  Consent of Ernst & Young LLP.

     24     Power of Attorney (contained on page II-8).

_________________________

*    Exhibits are numbered in accordance with Item 601 of Regulation S-K.

                                     II-6
<PAGE>
 
ITEM 9.  UNDERTAKINGS.

     (a)       The undersigned registrant hereby undertakes:

               (1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

                    (i)    To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;

                    (ii)   To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement; and

                    (iii)  To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change in such information in the registration statement;

     provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) above do not
     --------  -------                                                       
apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

          (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

      (b) The undersigned issuer hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of l934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (h)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the registrant pursuant to the provisions described in Item 6 of this
Part II, or otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer,
or controlling person of the registrant in the successful defense of any action,
suit, or proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                     II-7
<PAGE>
 
                                  SIGNATURES
                                  ----------


     Pursuant to the requirements of the Securities Act of 1933, the registrant,
Friedman's Inc., certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Savannah, State of Georgia, on the 21 day of
March, 1997.

                              FRIEDMAN'S INC.
                              Registrant



                              By:  /s/ Bradley J. Stinn
                                   --------------------------------------
                                   Bradley J. Stinn
                                   Chairman of the Board of Directors and Chief
                                   Executive Officer (Principal Executive 
                                   Officer)


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities on March 21, 1997.

         SIGNATURE                                  TITLE
         ---------                                  -----                       
 
/s/ Bradley J. Stinn            Chairman of the Board of Directors, Chief  
---------------------------     Executive Officer  and Interim Chief Financial
    Bradley J. Stinn            Officer (Principal Executive, Financial and   
                                Accounting Officer)                           
                                                                              
                                                                              
/s/ Sterling B. Brinkley        Director                                      
---------------------------                                                   
    Sterling B. Brinkley 
                                                                              
/s/ John E. Cay III             Director                                      
---------------------------                                                   
    John E. Cay III
                                                                              
/s/ Robert W. Cruickshank       Director                                      
---------------------------                                                   
    Robert W. Cruickshank

                                President, Chief Operating Officer and         
---------------------------     Director                                      
     Robert S. Morris           

/s/ David B. Parshall           Director                                      
---------------------------                                                   
    David B. Parshall  

/s/ Mark C. Pickup              Director                                      
---------------------------
    Mark C. Pickup

                                     II-8
<PAGE>
 
                                 EXHIBIT INDEX

EXHIBIT NUMBER*                              DESCRIPTION
--------------                               -----------
 
4(c)                     Friedman's Inc. 1996 Stock Option Plan.

5                        Opinion of counsel to Registrant.
 
23(a)                    Consent of counsel (included in Exhibit 5).
 
23(b)                    Consent of Ernst & Young LLP.
 
24                       Power of Attorney (contained on page II-9).
 
____________

*Exhibits are numbered in accordance with Item 601 of Regulation S-K.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 ESOP", "secsgml_size_bytes": 29144}]
{"company-data": {"conformed-name": "FRIEDMANS INC", "cik": "0000911004", "assigned-sic": "5944", "irs-number": "582058362", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-23757", "film-number": "97560544"}, "business-address": {"street1": "4 WEST STATE ST", "city": "SAVANNAH", "state": "GA", "zip": "31401", "phone": "9122339333"}, "mail-address": {"street1": "4 W STATE ST", "city": "SAVANNAH", "state": "GA", "zip": "31401"}}
As filed with the Securities and Exchange Commission on March 21, 1997
                                                           Registration No. 333-
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                  __________
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                                  ___________

                                FRIEDMAN'S INC.
            (Exact name of registrant as specified in its charter)

     DELAWARE                                       58-2058362
  (State of incorporation)            (IRS Employer Identification No.)

                              4 WEST STATE STREET
                            SAVANNAH, GEORGIA 31401
              (Address of Principal Executive Offices) (Zip Code)

                                FRIEDMAN'S INC.
                            1996 STOCK OPTION PLAN
                           (Full title of the plan)

                               BRADLEY J. STINN
                      CHAIRMAN OF THE BOARD OF DIRECTORS
                                FRIEDMAN'S INC.
                              4 WEST STATE STREET
                            SAVANNAH, GEORGIA 31401
                                (912) 233-9333
  (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                   COPY TO:
                               M. HILL JEFFRIES
                               ALSTON & BIRD LLP
                              ONE ATLANTIC CENTER
                          1201 WEST PEACHTREE STREET
                         ATLANTA, GEORGIA  30309-3424
                                (404) 881-7000
                         ____________________________

                          CALCULATION OF REGISTRATION FEE
===============================================================================================================================
               TITLE OF                                  PROPOSED MAXIMUM        PROPOSED MAXIMUM       AMOUNT OF 
            SECURITIES TO                AMOUNT TO BE     OFFERING PRICE PER     AGGREGATE OFFERING    REGISTRATION 
            BE REGISTERED                REGISTERED (1)       SHARE (2)               PRICE
-------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, $.01 par value        124,750              $17.75              $2,214,313              $671
-------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, $.01 par value         25,250              $17.32                 437,330               133
-------------------------------------------------------------------------------------------------------------------------------
              Total                         150,000                                  $2,651,643              $804
-------------------------------------------------------------------------------------------------------------------------------
(1) This Registration Statement also covers any additional shares that may
      hereafter become purchasable as a result of the adjustment provisions of
      the Friedman's Inc. 1996 Stock Option Plan (the "Plan").
  (2) Determined in accordance with Rule 457(h), the registration fee is based
      on the average option price per share for shares presently subject to
      options and, for those shares not presently subject to options, on the
      average of the high and low prices of the Registration's Class A Common
      Stock reported on the Nasdaq National Market on March 17, 1997.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

    The following documents filed by Friedman's Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference:

          (a)  The Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1996.

          (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
document incorporated pursuant to (a) above.

          (c)  The description of the Class A Common Stock, $.01 par value per
share of the Company which is contained in a registration statement filed under
Section 12 of the Securities Exchange Act of 1934, including any amendment or
report filed for the purpose of updating such description.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Securities Exchange Act of 1934 prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of the filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.  Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The legality of the issuance the securities being registered has been
passed upon for the Company by the law firm of Alston & Bird LLP.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the General Corporation Law of the State of Delaware
empowers a Delaware corporation to indemnify present and former directors,
officers, employees or agents of the corporation. Article Ninth of the
Certificate of Incorporation, as amended, of the Company provides:

     NINTH:  Limitation of Liability; Indemnification

A.   Limitation of Directors' Liability

     To the fullest extent that the General Corporation Law of the State of
Delaware, as it exists on the date hereof or as it may hereafter be amended,
permits the limitation or elimination of the liability of directors, no director
of the Company shall be liable to the Company or its stockholders for monetary
damages for beach of fiduciary duty as a director.  No amendment to or repeal of
this Section A of this Article shall apply to or have any effect on the
liability or alleged liability of any director of the Company for or with
respect to any acts or omissions of such director occurring prior to such
amendment or repeal.

B.   Indemnification

     1.   Right to Indemnification.  The Company shall to the fullest extent
permitted by applicable law as then in effect indemnify any person (the
"Indemnitee") who was or is involved in any manner (including, without
limitation, as a party or witness) or is threatened to be made so involved in
any threatened, pending or completed investigation, claim, action, suit or
proceeding, 

                                     II-2
whether civil, criminal, administrative or investigative (including, without
limitation, any action, suit or proceeding by or in the right of the Company to
procure a judgment in its favor) (a "Proceeding") by reason of the fact that he
is or was a director or officer of the Company, or is or was serving at the
request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise (including,
without limitation, any employee benefit plan) against all expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such Proceeding. Such
indemnification shall be a contract right and shall include the right to receive
payment in advance of any expenses incurred by the Indemnitee in connection with
such Proceeding, consistent with the provisions of applicable law as then in
effect.

     (2)  Insurance, Contracts and Funding.  The Company may purchase and
maintain insurance to protect itself and any Indemnitee against any expenses,
judgments, fines and amounts paid in settlement as specified in Section B-1 of
this Article or incurred by any Indemnitee in connection with any Proceeding
referred to in Section B-1 of this Article, to the fullest extent permitted by
applicable law as then in effect. The Company may enter into contracts with any
director or officer of the Company in furtherance of the provisions of this
Article and may create a trust fund, grant a security interest or use other
means (including, without limitation, a letter of credit) to ensure the payment
of such amounts as may be necessary to effect indemnification as provided in
this Article.

     (3)  Indemnification Not Exclusive Right.  The right of indemnification
provided in this Article shall not be exclusive of any other rights to which
those seeking indemnification may otherwise be entitled, and the provisions of
this Article shall inure to the benefit of the heirs and legal representatives
of any person entitled to indemnity under this Article and shall be applicable
to proceedings commenced or continuing after the adoption of this Article,
whether arising from acts or omissions occurring before or after such adoption.

     (4)  Advancement of Expenses; Procedures; Presumptions and Effects of
Certain Proceedings; Remedies. In furtherance but not in limitation of the
foregoing provisions, the following procedures, presumptions and remedies shall
apply with respect to the advancement of expenses and the right to
indemnification under this Article:

          (a)  Advancement of Expenses.  All reasonable expenses incurred by or
     on behalf of an Indemnitee in connection with any proceeding shall be
     advanced to the Indemnitee by the Company within 20 days after the receipt
     by the Company of a statement or statements from the Indemnitee requesting
     such advance or advances from time to time, whether prior to or after final
     disposition of such Proceeding. Such statement or statements shall
     reasonably evidence the expenses incurred by the Indemnitee and, if
     required by law at the time of such advance, shall include or be
     accompanied by an undertaking by or on behalf of the Indemnitee to repay
     the amounts advanced if it should ultimately be determined that the
     Indemnitee is not entitled to be indemnified against such expenses pursuant
     to this Article.

          (b)  Procedure for Determination of Entitlement to Indemnification.
     (i) To obtain indemnification under this Article, an Indemnitee shall
     submit to the Secretary of the Company a written request, including such
     documentation as is reasonably available to the Indemnitee and reasonably
     necessary to determine whether and to what extent the Indemnitee is
     entitled to indemnification (the "Supporting Documentation"). The
     determination of the Indemnitee's entitlement to indemnification shall be
     made no later than 60 days after receipt by the Company of the written
     request for indemnification together with the Supporting Documentation. The
     Secretary of the Company shall, promptly upon receipt of such a request for
     indemnification, advise the Board of Directors in writing that the
     Indemnitee has requested indemnification.

          (ii)   The Indemnitee's entitlement to indemnification under this
          Article shall be determined in one of the following ways: (A) by a
          majority vote of the Disinterested Directors (as hereinafter defined),
          if they constitute a quorum of the Board of Directors; 

                                     II-3
(B) by a written opinion of Independent Counsel (as hereinafter
          defined) if a quorum of the board of Directors consisting of
          Disinterested Directors is not obtainable or, even if obtainable, a
          majority of such Disinterested Directors so directs; (C) by the
          stockholders of the Company entitled to vote; or (D) as provided in
          Section B-4(c) of this Article.

          (iii)  In the event the determination of entitlement to
          indemnification is to be made by Independent Counsel pursuant to
          Section B-4(b)(ii) of this Article, a majority of the Disinterested
          Directors shall select the Independent Counsel, but only an
          Independent Counsel to which the Indemnitee does not reasonably
          object.

          (c)  Presumptions and Effect of Certain Proceedings.  Except as
     otherwise expressly provided in this Article, the Indemnitee shall be
     presumed to be entitled to indemnification under this Article upon
     submission of a request for indemnification together with the Supporting
     Documentation in accordance with Section B-4(b)(i), and thereafter the
     Company shall have the burden of proof to overcome that presumption in
     reaching a contrary determination. In any event, if the person or persons
     empowered under Section B-4(b) of this Article to determine within 60 days
     after the receipt by the Company of the request therefor together with the
     Supporting Documentation, the Indemnitee shall be entitled to
     indemnification unless (A) the Indemnitee misrepresented or failed to
     disclose a material fact in making the request for indemnification or in
     the Supporting Documentation or (B) such indemnification is prohibited by
     law. The termination of any Proceeding described in Section B-1, or of any
     claim, issue or matter therein, by judgment, order, settlement or
     conviction, or upon a plea of nolo contendere or its equivalent, shall not,
     of itself, adversely affect the right of the Indemnitee to indemnification
     or create a presumption that the Indemnitee did not act in good faith and
     in a manner which he reasonably believed to be in or not opposed to the
     best interests of the Company or, with respect to any criminal proceeding,
     that the Indemnitee had reasonable cause to believe that his conduct was
     unlawful.

          (d)  Remedies of Indemnitee.  (i)  In the event that a determination
     is made pursuant to Section B-4(b) of this Article that the Indemnitee is
     not entitled to indemnification under this Article, (A) the Indemnitee
     shall be entitled to seek an adjudication of his entitlement to such
     indemnification either, at the Indemnitee's sole option, in (x) an
     appropriate court of the State of Delaware or any other court of competent
     jurisdiction or (y) an arbitration to be conducted by a single arbitrator
     pursuant to the rules of the American Arbitration Association; (B) any such
     judicial proceeding or arbitration shall be de novo and the Indemnitee
     shall not be prejudiced by reason of such adverse determination; and (C) in
     any such judicial proceeding or arbitration the Company shall have the
     burden of proving that the Indemnitee is not entitled to indemnification
     under this Article.

          (ii)   If a determination shall have been made or deemed to have been
     made, pursuant to Section B-4(b) or (c), that the Indemnitee is entitled to
     indemnification, the Company shall be obligated to pay the amounts
     constituting such indemnification within five days after such determination
     has been made or deemed to have been made and shall be conclusively bound
     by such determination unless (A) the Indemnitee misrepresented or failed to
     disclose a material fact in making the request for indemnification or in
     the Supporting Documentation or (B) such indemnification is prohibited by
     law. In the event that (C) advancement of expenses is not timely made
     pursuant to Section B-4(a) or (D) payment of indemnification is not made
     within five days after a determination if entitlement to indemnification
     has been made or deemed to have been made pursuant to Section B-4(b) or
     (c), the Indemnitee shall be entitled to seek judicial enforcement of the
     Company's obligation to pay to the Indemnitee such advancement of expenses
     or indemnification. Notwithstanding the foregoing, the Company may bring an
     action, in an appropriate court of the State of Delaware or any other court
     of competent jurisdiction, contesting the right of the Indemnitee to
     receive indemnification hereunder due to the occurrence of an event
     described in subclause (A) or (B) of this clause (ii) (a "Disqualifying
     Event"); provided, however, that in any such action the Company shall have
     the burden of proving the occurrence of such Disqualifying Event.

                                     II-4
(iii)  The Company shall be precluded from asserting in any
          judicial proceeding or arbitration commenced pursuant to this Section
          B-4(d) that the procedures and presumptions of this Article are not
          valid, binding and enforceable and shall stipulate in any such court
          or before any such arbitrator that the Company is bound by all the
          provisions of this Article.

               (iv)   In the event that the Indemnitee, pursuant to this Section
          B-4(d), seeks a judicial adjudication of or an award in arbitration to
          enforce his rights under, or to recover damages for breach of, this
          Article, the Indemnitee shall be entitled to recover from the Company,
          and shall be indemnified by the Company against, any expenses actually
          and reasonably incurred by him if the Indemnitee prevails in such
          judicial adjudication. If it shall be determined in such judicial
          adjudication or arbitration that the Indemnitee is entitled to receive
          part but not all of the indemnification or advancement of expenses
          sought, the expenses incurred by the Indemnitee in connection with
          such judicial adjudication or arbitration shall be prorated
          accordingly.

               (e)    Definitions.  For purposes of this Section B-4:

               (i)    "Disinterested Director" means a director of the Company
               who is not or was not a party to the Proceeding in respect of
               which indemnification is sought by the Indemnitee.

               (ii)   "Independent Counsel" means a law firm or a member of a
               law firm that neither presently is, nor in the past five years
               has been, retained to represent (A) the Company or the Indemnitee
               in any matter material to either such party or (B) any other
               party to the Proceeding giving rise to a claim for
               indemnification under this Article. Notwithstanding the
               foregoing, the term "Independent Counsel" shall not include any
               person who, under the applicable standards of professional
               conduct then prevailing under the law of the State of Delaware,
               would have a conflict of interest in representing either the
               Company or the Indemnitee in an action to determine the
               Indemnitee's rights under this Article.

          (5)  Severability.  If any provisions of this Article shall be held to
     be invalid, illegal or unenforceable for any reason whatsoever: (a) the
     validity, legality and enforceability of the remaining provisions of this
     Article (including, without limitation, all portions of any paragraph of
     this Article containing any such provision held to be invalid, illegal or
     unenforceable that are not themselves invalid, illegal or unenforceable)
     shall not in any way be affected or impaired thereby; and (b) to the
     fullest extent possible, the provisions of this Article (including, without
     limitation, all portions of any paragraph of this Article containing any
     such provision held to be invalid, illegal or unenforceable that are not
     themselves invalid, illegal or unenforceable) shall be construed so as to
     give effect to the intent manifested by the provision held invalid, illegal
     or unenforceable.

     The Registrant has purchased directors' and officers liability insurance
covering many of the possible actions and omissions of persons acting or failing
to act in such capacities.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.  Not applicable.

ITEM 8.  EXHIBITS.*

     4(a)   Registrant's Certificate of Incorporation, as amended, hereby
incorporated by reference from Exhibit 4(a) to the Registrant's Registration
Statement on Form S-3 dated March 21, 1997 with Registration No. 333-17755.

     4(b)   Registrant's Bylaws hereby incorporated by reference from Exhibit
3.3 to the Registrant's Registration Statement on Form S-1 dated August 19, 1993
with Registration No. 33-67662.

     4(c)   Friedman's Inc. 1996 Stock Option Plan.

                                     II-5
5      Opinion of counsel of Registrant.

     23(a)  Consent of counsel (included in Exhibit 5).

     23(b)  Consent of Ernst & Young LLP.

     24     Power of Attorney (contained on page II-8).

_________________________

*    Exhibits are numbered in accordance with Item 601 of Regulation S-K.

                                     II-6
ITEM 9.  UNDERTAKINGS.

     (a)       The undersigned registrant hereby undertakes:

               (1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

                    (i)    To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;

                    (ii)   To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement; and

                    (iii)  To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change in such information in the registration statement;

     provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) above do not
     --------  -------                                                       
apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

          (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

      (b) The undersigned issuer hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of l934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (h)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the registrant pursuant to the provisions described in Item 6 of this
Part II, or otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer,
or controlling person of the registrant in the successful defense of any action,
suit, or proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                     II-7
SIGNATURES
                                  ----------

     Pursuant to the requirements of the Securities Act of 1933, the registrant,
Friedman's Inc., certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Savannah, State of Georgia, on the 21 day of
March, 1997.

                              FRIEDMAN'S INC.
                              Registrant

                              By:  /s/ Bradley J. Stinn
                                   --------------------------------------
                                   Bradley J. Stinn
                                   Chairman of the Board of Directors and Chief
                                   Executive Officer (Principal Executive 
                                   Officer)

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities on March 21, 1997.

         SIGNATURE                                  TITLE
         ---------                                  -----                       
 
/s/ Bradley J. Stinn            Chairman of the Board of Directors, Chief  
---------------------------     Executive Officer  and Interim Chief Financial
    Bradley J. Stinn            Officer (Principal Executive, Financial and   
                                Accounting Officer)                           
                                                                              
                                                                              
/s/ Sterling B. Brinkley        Director                                      
---------------------------                                                   
    Sterling B. Brinkley 
                                                                              
/s/ John E. Cay III             Director                                      
---------------------------                                                   
    John E. Cay III
                                                                              
/s/ Robert W. Cruickshank       Director                                      
---------------------------                                                   
    Robert W. Cruickshank

                                President, Chief Operating Officer and         
---------------------------     Director                                      
     Robert S. Morris           

/s/ David B. Parshall           Director                                      
---------------------------                                                   
    David B. Parshall  

/s/ Mark C. Pickup              Director                                      
---------------------------
    Mark C. Pickup

                                     II-8
EXHIBIT INDEX

EXHIBIT NUMBER*                              DESCRIPTION
--------------                               -----------
 
4(c)                     Friedman's Inc. 1996 Stock Option Plan.

5                        Opinion of counsel to Registrant.
 
23(a)                    Consent of counsel (included in Exhibit 5).
 
23(b)                    Consent of Ernst & Young LLP.
 
24                       Power of Attorney (contained on page II-9).
 
____________

*Exhibits are numbered in accordance with Item 601 of Regulation S-K.