<PAGE>
 
    As filed with the Securities and Exchange Commission on March 3, 1999.
                                                    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 Issuer as Specified in its Charter)

               Delaware                                    58-2058362
     (State or Other Jurisdiction of                   (I.R.S. Employer
     Incorporation or Organization)                  Identification Number)

                              4 WEST STATE STREET
                           SAVANNAH, GEORGIA  31401
                                (912) 233-9333
   (Address, including zip code, and telephone number of principal executive
                                   offices)


                 FRIEDMAN'S INC. 1999 LONG-TERM INCENTIVE PLAN
                           (Full Title of the Plan)

                               VICTOR M. SUGLIA
                            Chief Financial Officer
                                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)

                          __________________________

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================================
                                                          Proposed                Proposed
    Title of Securities            Amount to              Maximum                 Maximum              Amount of
      to be Registered           be Registered         Offering Price            Aggregate          Registration Fee
                                                        Per Unit (1)         Offering Price (1)
--------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>                   <C>                   <C>                    <C>
Class A Common Stock, $.01           500,000                $10.50              $5,250,000             $1,460
par value per share
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Determined in accordance with Rule 457(h), the registration fee calculation
     is based on the average of the high and low prices of the Registrant's
     Common Stock reported on the Nasdaq National Market on February 26, 1999.
<PAGE>
 
                                    PART I
             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


     (a)  The documents constituting Part I of this Registration Statement will
be sent or given to participants in the Plan as specified by Rule 428(b)(1)
under the Securities Act of 1933, as amended.

     (b)  Upon written or oral request, the Company will provide, without
charge, the documents incorporated by reference in Item 3 of Part II of this
Registration Statement. The documents are incorporated by reference in the
Section 10(a) prospectus. The Company will also provide, without charge, upon
written or oral request, other documents requested to be delivered to employees
pursuant to Rule 428(b). Requests for the above mentioned information should be
directed to Victor M. Suglia, Secretary, at Friedman's Inc., 4 West State
Street, Savannah, Georgia, 31401.


                                    PART II
                INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed by Friedman's Inc. (the "Company") (File No.
000-22356) with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated herein by reference and are deemed to be a part hereof
from the date of the filing of such documents:

     (1)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
September 30, 1998.

     (2)  All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since September 30, 1998.

     (3)  The description of the Registrant's Class A Common Stock contained in
the Registrant's Registration Statement on Form 8-A, dated September 9, 1993,
filed under Section 12 of the Exchange Act, including all amendments or reports
filed for the purpose of updating such description.

     (4)  All other documents subsequently filed by the Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this Registration Statement that indicates that all
securities offered have been sold or that deregisters all securities that remain
unsold.

     Any statement contained in a document incorporated or deemed incorporated
herein by reference shall be deemed to be modified or superseded for the purpose
of this Registration Statement to the extent that a statement contained herein
or in any subsequently filed document
<PAGE>
 
which also is, or is deemed to be, incorporated herein by reference modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.  Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.  Not Applicable.

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.  The Ninth article 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 breach 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, 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.
<PAGE>
 
     (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
<PAGE>
 
      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; (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 entitlement to
      indemnification shall not have been appointed or shall not have made a
      determination 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
<PAGE>
 
      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. 


          (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:
<PAGE>
 
          (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

     The exhibits listed in the Exhibit Index are filed as part of this
Registration Statement.

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 Regulation Statement.

               (i)  To include any prospectus required by Section 10(a)(3) of
     the Securities Act of 1933;
<PAGE>
 
               (ii)   To reflect in the prospectus any facts or events arising
     after the effective date of this 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 this
     Registration Statement;

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

    provided, however, that paragraphs (a)(1)(i) and (a)(1)(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 Exchange Act that are incorporated by
reference in this 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 being 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 Registrant 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
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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.

     (c)  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 foregoing provisions, 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.
<PAGE>
 
                                  SIGNATURES

     The Registrant. 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 February 25, 1999.


                                   FRIEDMAN'S INC.


                                   By: /s/ Bradley J. Stinn
                                      ------------------------
                                   Bradley J. Stinn
                                   Chief Executive Officer


                               POWER OF ATTORNEY
                                        
    KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Bradley J. Stinn and Victor M. Suglia and each of
them (with full power in each to act alone), as his true and lawful attorneys-
in-fact and agents, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
such attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or either of them, or their or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of February __, 1999.

               Signature                                    Capacity
               ---------                                    --------
 
 
/s/ Bradley J. Stinn                    President, Chief Executive Officer and 
---------------------------    
Bradley J. Stinn                        Chairman of the Executive Committee of
                                        the Board of Directors
                                        

                   [Signatures continued on following page]
<PAGE>
 
     /s/ Victor M. Suglia               Senior Vice President - Chief Financial
------------------------------ 
Victor M. Suglia                        Officer (Principal Financial and
                                        Accounting Officer)
                                              
     /s/ Sterling B. Brinkley           Chairman of the Board of Directors
------------------------------
Sterling B. Brinkley
 
     /s/ John E. Cay III                Director
------------------------------
John E. Cay III
 
 
     /s/ Robert W. Cruickshank          Director
------------------------------ 
Robert W. Cruickshank
 
 
     /s/ David B. Parshall              Director
------------------------------
David B. Parshall
 

     /s/ Mark C. Pickup                 Director
------------------------------
Mark C. Pickup
<PAGE>
 
                                                   Registration No. 333-________


                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549
                                        
                     _____________________________________


                              EXHIBITS FILED WITH

                            REGISTRATION STATEMENT

                                  ON FORM S-8

                                     UNDER

                          THE SECURITIES ACT OF 1933

                     _____________________________________

                               FRIEDMAN'S, INC.
                              4 WEST STATE STREET
                           SAVANNAH, GEORGIA  31401
                                (912) 233-9333

                                 EXHIBIT INDEX
                                      TO
                      REGISTRATION STATEMENT ON FORM S-8
<PAGE>
 
                                 EXHIBIT INDEX

                      REEGISTRATION STATEMENT OF FORM S-8


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

     4.1            Registrant's Certificate of Incorporation, as amended
                    (incorporated by reference from Exhibit 4(a) to the
                    Registrant's Registration Statement on Form S-8 (File No.
                    333-17755) dated March 21, 1997).

     4.2            Bylaws of the Registrant's (incorporated by reference from
                    Exhibit 3.2 to the Registrant's Registration Statement on
                    Form S-1 (File No. 33-67662), and amendments thereto,
                    originally filed on August 19, 1993).

     4.3            See Exhibits 4.1 and 4.2 for provisions of the Certificate
                    of Incorporation and Bylaws of the Registrant defining the
                    rights of holders of Class A and Class B Common Stock of the
                    Registrant. 

     5              Opinion of counsel of Registrant.

     23.1           Consent of counsel (included in Exhibit 5)

     23.2           Consent of Ernst & Young LLP

     24             Power of Attorney (included on signature page of this
                    Registration Statement)

     99             Friedman's Inc. 1999 Long-Term Incentive Plan
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 30771}]
{"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": "333-73271", "film-number": "99555963"}, "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 3, 1999.
                                                    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 Issuer as Specified in its Charter)

               Delaware                                    58-2058362
     (State or Other Jurisdiction of                   (I.R.S. Employer
     Incorporation or Organization)                  Identification Number)

                              4 WEST STATE STREET
                           SAVANNAH, GEORGIA  31401
                                (912) 233-9333
   (Address, including zip code, and telephone number of principal executive
                                   offices)

                 FRIEDMAN'S INC. 1999 LONG-TERM INCENTIVE PLAN
                           (Full Title of the Plan)

                               VICTOR M. SUGLIA
                            Chief Financial Officer
                                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)

                          __________________________

                        CALCULATION OF REGISTRATION FEE
================================================================================================================================
                                                          Proposed                Proposed
    Title of Securities            Amount to              Maximum                 Maximum              Amount of
      to be Registered           be Registered         Offering Price            Aggregate          Registration Fee
                                                        Per Unit (1)         Offering Price (1)
--------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, $.01           500,000                $10.50              $5,250,000             $1,460
par value per share
--------------------------------------------------------------------------------------------------------------------------------
(1)  Determined in accordance with Rule 457(h), the registration fee calculation
     is based on the average of the high and low prices of the Registrant's
     Common Stock reported on the Nasdaq National Market on February 26, 1999.
PART I
             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     (a)  The documents constituting Part I of this Registration Statement will
be sent or given to participants in the Plan as specified by Rule 428(b)(1)
under the Securities Act of 1933, as amended.

     (b)  Upon written or oral request, the Company will provide, without
charge, the documents incorporated by reference in Item 3 of Part II of this
Registration Statement. The documents are incorporated by reference in the
Section 10(a) prospectus. The Company will also provide, without charge, upon
written or oral request, other documents requested to be delivered to employees
pursuant to Rule 428(b). Requests for the above mentioned information should be
directed to Victor M. Suglia, Secretary, at Friedman's Inc., 4 West State
Street, Savannah, Georgia, 31401.

                                    PART II
                INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed by Friedman's Inc. (the "Company") (File No.
000-22356) with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated herein by reference and are deemed to be a part hereof
from the date of the filing of such documents:

     (1)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
September 30, 1998.

     (2)  All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since September 30, 1998.

     (3)  The description of the Registrant's Class A Common Stock contained in
the Registrant's Registration Statement on Form 8-A, dated September 9, 1993,
filed under Section 12 of the Exchange Act, including all amendments or reports
filed for the purpose of updating such description.

     (4)  All other documents subsequently filed by the Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this Registration Statement that indicates that all
securities offered have been sold or that deregisters all securities that remain
unsold.

     Any statement contained in a document incorporated or deemed incorporated
herein by reference shall be deemed to be modified or superseded for the purpose
of this Registration Statement to the extent that a statement contained herein
or in any subsequently filed document
which also is, or is deemed to be, incorporated herein by reference modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.  Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.  Not Applicable.

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.  The Ninth article 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 breach 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, 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; (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 entitlement to
      indemnification shall not have been appointed or shall not have made a
      determination 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. 

          (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

     The exhibits listed in the Exhibit Index are filed as part of this
Registration Statement.

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 Regulation 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 this 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 this
     Registration Statement;

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

    provided, however, that paragraphs (a)(1)(i) and (a)(1)(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 Exchange Act that are incorporated by
reference in this 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 being 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 Registrant 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
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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.

     (c)  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 foregoing provisions, 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.
SIGNATURES

     The Registrant. 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 February 25, 1999.

                                   FRIEDMAN'S INC.

                                   By: /s/ Bradley J. Stinn
                                      ------------------------
                                   Bradley J. Stinn
                                   Chief Executive Officer

                               POWER OF ATTORNEY
                                        
    KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Bradley J. Stinn and Victor M. Suglia and each of
them (with full power in each to act alone), as his true and lawful attorneys-
in-fact and agents, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
such attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or either of them, or their or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of February __, 1999.

               Signature                                    Capacity
               ---------                                    --------
 
 
/s/ Bradley J. Stinn                    President, Chief Executive Officer and 
---------------------------    
Bradley J. Stinn                        Chairman of the Executive Committee of
                                        the Board of Directors
                                        

                   [Signatures continued on following page]
/s/ Victor M. Suglia               Senior Vice President - Chief Financial
------------------------------ 
Victor M. Suglia                        Officer (Principal Financial and
                                        Accounting Officer)
                                              
     /s/ Sterling B. Brinkley           Chairman of the Board of Directors
------------------------------
Sterling B. Brinkley
 
     /s/ John E. Cay III                Director
------------------------------
John E. Cay III
 
 
     /s/ Robert W. Cruickshank          Director
------------------------------ 
Robert W. Cruickshank
 
 
     /s/ David B. Parshall              Director
------------------------------
David B. Parshall
 

     /s/ Mark C. Pickup                 Director
------------------------------
Mark C. Pickup
Registration No. 333-________

                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549
                                        
                     _____________________________________

                              EXHIBITS FILED WITH

                            REGISTRATION STATEMENT

                                  ON FORM S-8

                                     UNDER

                          THE SECURITIES ACT OF 1933

                     _____________________________________

                               FRIEDMAN'S, INC.
                              4 WEST STATE STREET
                           SAVANNAH, GEORGIA  31401
                                (912) 233-9333

                                 EXHIBIT INDEX
                                      TO
                      REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX

                      REEGISTRATION STATEMENT OF FORM S-8

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

     4.1            Registrant's Certificate of Incorporation, as amended
                    (incorporated by reference from Exhibit 4(a) to the
                    Registrant's Registration Statement on Form S-8 (File No.
                    333-17755) dated March 21, 1997).

     4.2            Bylaws of the Registrant's (incorporated by reference from
                    Exhibit 3.2 to the Registrant's Registration Statement on
                    Form S-1 (File No. 33-67662), and amendments thereto,
                    originally filed on August 19, 1993).

     4.3            See Exhibits 4.1 and 4.2 for provisions of the Certificate
                    of Incorporation and Bylaws of the Registrant defining the
                    rights of holders of Class A and Class B Common Stock of the
                    Registrant. 

     5              Opinion of counsel of Registrant.

     23.1           Consent of counsel (included in Exhibit 5)

     23.2           Consent of Ernst & Young LLP

     24             Power of Attorney (included on signature page of this
                    Registration Statement)

     99             Friedman's Inc. 1999 Long-Term Incentive Plan