SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Twigg Matthew

(Last)

(First)

(Middle)

4300 NEW GETWELL ROAD

(Street)

MEMPHIS

38118

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/03/2010

3. Issuer Name and Ticker or Trading Symbol
FREDS INC [ FRED ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	1,457⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option on Class A Common Stock	03/11/2008⁽²⁾	09/11/2010⁽²⁾	Class A Common Stock	3,000	$17.67	D
Otpion on Class A Common Stock	05/19/2008⁽³⁾	09/19/2010⁽³⁾	Class A Common Stock	750	$20.6	D
Option on Class A Common stock	09/08/2009⁽⁴⁾	09/08/2011⁽⁴⁾	Class A Common Stock	1,000	$14.6	D
Option on Class A Common Stock	03/21/2011⁽⁵⁾	03/21/2013⁽⁵⁾	Class A Common Stock	1,800	$13.25	D

Explanation of Responses:

1. Employee received shares on 5/3/2010 with a restricion that will lapse 1/4 per year based on achievement of current year EPS and achievement of progressive increases in each subsequent year.

2. Options granted 3/11/2003 are fully vested and expire 9/11/2010.

3. Options granted 5/19/2003 are fully vested and expire 9/19/2010.

4. Options granted 9/8/2004 are fully vested and expire 9/08/2011.

5. Options granted 3/21/2006 are partially vested and the last amount will vest 3/21/2011 and will expire 3/21/2013.

Remarks:

Employee has been determined by mangement to require section 16 status.

	Anita Ryan by Power of Attorney	05/24/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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