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):  March 6, 2002  (January 15,
2002)


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

            Tennessee                     00-19288                62-0634010
     -----------------------------------------------------------------------
           (State or other jurisdiction) (Commission file number) (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 January 15, 2002, Fred's, Inc. announced a three-for-two stock split to be
effected as a stock dividend.  The stock dividend was distributed on February 1,
2002 to  shareholders  of record on January 25,  2002.  Cash was paid in lieu of
fractional shares.

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 January 15, 2002, Fred's three-for-two stock split.


                                    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:   March 6, 2002

                                           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 January 15, 2002.





Exhibit 99.1
Press Release

                                  [Letterhead]
                 4300 New Getwell Road, Memphis, Tennessee 38118
                             Contact: Jerry A. Shore
                          Executive Vice President and
                             Chief Financial Officer
                            (901) 362-3733, Ext. 2217

FRED's declares three-for-two stock split

     MEMPHIS,  Tenn.  (January 15, 2002) - Fred's Inc.  (Nasdaq/NM:  FRED) today
announced that its Board of Directors has declared a  three-for-two  stock split
of the Company's  common stock,  which will be effected as a 50% stock dividend.
The new shares  will be  distributed  on February 1, 2002,  to  shareholders  of
record on January 25, 2002.  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  recognizes  these  accomplishments  and  reflects
confidence  in  management's  accelerated  growth  plans  and the  future of the
Company."

     Fred's Inc. operates 379 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 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.

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