UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ----------------------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

         Date of report (Date of earliest event reported): May 20, 2004


                                  FRED'S, INC.
               (Exact Name of Registrant as Specified in Charter)


                         Commission File Number 00-19288

         Tennessee                                               62-0634010
 (State or other jurisdiction                                (I. R. S. Employer
of incorporation or organization)                            Identification No.)

  4300 New Getwell Road, Memphis, TN                                38118
(Address of principal executive offices)                          (Zip Code)


               Registrant's telephone number, including area code
                                 (901) 365-8880




Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         (c)   Exhibits:

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

             99.1       Press release issued by Fred's, Inc., dated
                        May 20, 2004

Item 12.  Results of Operations and Financial Condition.

     On May 20, 2004, Fred's Inc. issued a press release announcing, among other
things,  its quarterly earnings results for its first quarter ended May 1, 2004.
A copy of the press  release is attached as Exhibit 99.1 to this Current  Report
on Form 8-K.







                                       2



                                    SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                           FRED'S, INC.
                                           (Registrant)

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



May 20, 2004






                                INDEX TO EXHIBITS


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

     99.1        Press release issued by Fred's, Inc., dated May 20, 2004