Exhibit 32

      CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13 A OR 15 (d) UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND 18
                               U.S.C. SECTION 1350

Each of the undersigned hereby certifies that to his knowledge the Quarterly
Report on Form 10-Q for the fiscal quarter ended October 29, 2005 of Fred's, Inc
(the "Company") filed with the Securities and Exchange Commission on the date
hereof fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 and that the information contained in such
report fairly presents, in all material respects, the financial condition and
results of operation of the Company.

Date: December 7, 2005                       /s/ Michael J. Hayes
                                             ----------------------------------
                                             Michael J. Hayes
                                             Chief Executive Officer

                                             /s/ Jerry A Shore
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                                             Jerry A Shore
                                             Executive Vice President and Chief
                                             Financial Officer