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): June 5, 2003  (June 4, 2003)


                                  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 June 5, 2003,  Fred's,  Inc.  announced a three-for-two  stock split to be
effected as a stock dividend. The stock dividend was distributed on July 1, 2003
to  shareholders of record on June 16, 2003. 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.


                                    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:   June 5, 2003

                                           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 June 5, 2003.



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.  (June  5,  2003) - 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 July 1, 2003, to shareholders of record on
June 16,  2003.  Cash  will be paid in lieu of any  fractional  shares  that may
result from the split

     Commenting on the announcement,  Michael L Hayes,  Chief Executive Officer,
said,  `We  believe  this stock split -- our third in the past two years -- 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 Fred's accelerated growth plans and
the future ofthe Company."

     Fred's Inc. operates 481 discount general  merchandise stores mainly in the
southeastern  United States,  including 26 franchised  Fred's  stores.  For more
information about the Company, visit Fred's website at www.fredsinc.com.

     Comments  in  this  news  release  that  are  not   historica1   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  centers  and  it's  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-lookng  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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