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 30, 2001 (May 24, 2001)


                                  FRED'S, INC.
             (Exact name of registrant as specified in its charter)

                                    Tennessee
                         (State or other jurisdiction)

                                    00-19288
                            (Commission file number)

                                   62-0634010
               (IRS employer of incorporation) identification No.)


                 4300 New Getwell Road, Memphis, Tennessee 38118
               (Address of principal executive offices) (Zip code)


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








Item 5.  Other Events.

1. On May 24, 2001,  Fred's  announced  that its Board of  Directors  approved a
five-for-four stock split, to be effected as a 25% stock dividend, of its Common
Stock,  Class A voting,  no par value. The new shares,  one additional share for
every four shares  currently held by  stockholders,  will be distributed on June
18, 2001, to stockholders of record on June 5, 2001.  Fred's  currently has 12.1
million  shares  of  Common  Stock  outstanding.  Cash  will  be paid in lieu of
fractional shares.

     Fred's Board of Directors  also declared a quarterly  cash dividend of $.05
per share on old shares ($.04 per share on a post-split  basis),  using the same
record date and payment date as the stock split.  This  represents  an effective
increase of 25% from the  previous  rate (which was $.04 per share per  quarter,
before  adjustment  for the stock split).  The dividend will be paid on June 18,
2001,  to  stockholders  of  records on June 4,  2001,  together  with the stock
dividend.

     Fred's,  Inc.  operates  357  discount  general  merchandise  stores in the
southeastern  United  States.  The Company also markets goods and services to 26
franchised Fred's stores.

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

(a)      Financial Statements.

Not applicable.

(b)      Pro Forma Financial Information.

Not applicable.

(c)      Exhibits.


Exhibit No.       Description

99.2 Press  Release  dated May 24, 2001,  announcing  the Fred's stock split and
     dividend


                                    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 hereunto duly authorized.

Date:   May 30, 2001

                                            FRED'S, INC.
                                            By:  /s/ Michael J. Hayes
                                            -------------------------
                                            Michael J. Hayes, Chairman and Chief
                                            Executive Officer
Exhibit Index


Exhibit
Number               Description

99.1                 Press release issued by Fred's, Inc. dated May 24, 2001.
                    (Corrected)


Exhibit 99.1

                    FRED'S DECLARES FIVE-FOR-FOUR STOCK SPLIT
                         AND REGULAR QUARTERLY DIVIDEND

     MEMPHIS,  Tenn  (May  24,  2001) -  Fred's  Inc.  (Nasdaq/NM;  FRED)  today
announced that its Board of Directors has declared a  five-for-four  stock split
of the Company's  common stock,  which will be effected as a 25% stock dividend.
The Board also declared a regular  quarterly cash dividend of $0.05 per share on
a pre-split  basis ($0.04 per share on a post-split  basis).  The cash  dividend
will be paid to  shareholders  of record  upon June 4, 2001,  and the new shares
will be  distributed to  shareholders  of record on June 5, 2001. The new shares
will be  distributed  and the cash dividend paid on June 18, 2001.  Cash will be
paid in lieu of any fractional shares that may result from the split.

     Commenting on the announcement,  Michael J.Hayes,  Chief Executive Officer,
said, "We believe this stock split will benefit our  shareholders  by increasing
the Company's  trading activity and liquidity.  During the past year, Fred's has
continued  to post  strong  gains in its  revenue  and  earnings,  resulting  in
substantial  appreciation  in the Company's  share price.  The Board's action to
split the Company's shares and maintain the current level of the dividend payout
recognizes  these   accomplishments  and  reflects  confidence  in  management's
accelerated growth plans and the future of the Company."

     Fred's Inc. operates 357 discount general merchandise stores,  including 26
franchised Fred's stores in the southeastern United States. For more information
about the Company, visit Fred's website on the Internet at www.fredsinc.com.


     COMMENTS  IN  THIS  NEWS  RELEASE  THAT  ARE  NOT   HISTORICAL   FACTS  ARE
FORWARD-LOOKING  STATEMENTS  THAT INVOLVE  RISKS AND  UNCERTAINTIES  WHICH COULD
CAUSE  ACTUAL  RESULTS  TO  DIFFER   MATERIALLY  FROM  THOSE  PROJECTED  IN  THE
FORWARD-LOOKING  STATEMENTS.  THESE RISKS AND UNCERTAINTIES INCLUDE, BUT ARE NOT
LIMITED TO,  GENERAL  ECONOMIC  TRENDS,  CHANGES IN CONSUMER  DEMAND OR PURCHASE
PATTERNS,  DELAYS  OR  INTERRUPTIONS  IN THE  FLOW OF  MERCHANDISE  BETWEEN  THE
COMPANY'S  DISTRIBUTION CENTER AND ITS STORES OR BETWEEN THE COMPANY'S SUPPLIERS
AND SAME, A DISRUPTION  IN THE COMPANY'S  DATA  PROCESSING  SERVICES,  COSTS AND
DELAYS IN  ACQUIRING OR  DEVELOPING  NEW STORE  SITES,  AND OTHER  CONTINGENCIES
DISCUSSED IN THE COMPANY'S  SECURITIES AND EXCHANGE COMMISSION  FILINGS.  FRED'S
UNDERTAKES  NO  OBLIGATION  TO  RELEASE   REVISIONS  TO  THESE   FORWARD-LOOKING
STATEMENTS  TO  REFLECT  EVENTS OR  CIRCUMSTANCES  AFTER  THE DATE  HEREOF OR TO
REFLECT THE OCCURRENCE OF UNFORESEEN  EVENTS,  EXCEPT AS REQUIRED TO BE REPORTED
UNDER THE RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION.