<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.
                             AMENDED AND RESTATED
                            1994 STOCK OPTION PLAN
                             FOR OUTSIDE DIRECTORS
                           (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 REGISTRATION
            SECURITIES TO                AMOUNT TO BE   OFFERING PRICE PER   AGGREGATE OFFERING           FEE
            BE REGISTERED               REGISTERED (1)       SHARE (2)             PRICE
-----------------------------------------------------------------------------------------------------------------------
<S>                                     <C>             <C>                  <C>                 <C>
Class A Common Stock, $.01 par value             4,000              $14.94             $ 59,760                    $ 18
-----------------------------------------------------------------------------------------------------------------------
 Class A Common Stock, $.01 par value           21,000              $17.32              363,720                    $111
-----------------------------------------------------------------------------------------------------------------------
              Total                             25,000                                 $423,480                    $129
-----------------------------------------------------------------------------------------------------------------------
</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. Amended and Restated 1994 Stock Option Plan for Outside
     Directors (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 Registrant 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.
<PAGE>
 
     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, officer, employee or agent 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

                                     II-2
<PAGE>
 
      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 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-3
<PAGE>
 
          (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 or 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 

                                     II-4
<PAGE>
 
   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.

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

     4(c)   Friedman's Inc. Amended and Restated 1994 Stock Option Plan for
Outside Directors.

     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-5
<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 and 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-6
<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
                                   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. 

<TABLE> 
<CAPTION>
         SIGNATURE                           TITLE
         ---------                           -----
<S>                                          <C>
                                                                                                                          
/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
</TABLE>

                                     II-7
<PAGE>
 
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
EXHIBIT NUMBER*                      DESCRIPTION
--------------                       -----------
<S>                   <C> 
4(a)                  Registrant's Certificate of Incorporation, as amended.    
 
4(c)                  Friedman's Inc. Amended and Restated 1994 Stock Option 
                      Plan for Outside Directors.    

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-8).
</TABLE> 
______________ 
 
*Exhibits are numbered in accordance with Item 601 of Regulation S-K.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 DSOP", "secsgml_size_bytes": 30493}]
{"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": "333-17755", "film-number": "97500283"}, "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.
                             AMENDED AND RESTATED
                            1994 STOCK OPTION PLAN
                             FOR OUTSIDE DIRECTORS
                           (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 REGISTRATION
            SECURITIES TO                AMOUNT TO BE   OFFERING PRICE PER   AGGREGATE OFFERING           FEE
            BE REGISTERED               REGISTERED (1)       SHARE (2)             PRICE
-----------------------------------------------------------------------------------------------------------------------
Class A Common Stock, $.01 par value             4,000              $14.94             $ 59,760                    $ 18
-----------------------------------------------------------------------------------------------------------------------
 Class A Common Stock, $.01 par value           21,000              $17.32              363,720                    $111
-----------------------------------------------------------------------------------------------------------------------
              Total                             25,000                                 $423,480                    $129
-----------------------------------------------------------------------------------------------------------------------
(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. Amended and Restated 1994 Stock Option Plan for Outside
     Directors (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 Registrant 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, 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, officer, employee or agent 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

                                     II-2
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 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-3
(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 or 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 

                                     II-4
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.

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

     4(c)   Friedman's Inc. Amended and Restated 1994 Stock Option Plan for
Outside Directors.

     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-5
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 and 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-6
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
                                   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-7
EXHIBIT INDEX
EXHIBIT NUMBER*                      DESCRIPTION
--------------                       -----------
4(a)                  Registrant's Certificate of Incorporation, as amended.    
 
4(c)                  Friedman's Inc. Amended and Restated 1994 Stock Option 
                      Plan for Outside Directors.    

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-8).
______________ 
 
*Exhibits are numbered in accordance with Item 601 of Regulation S-K.