UNITED STATES
                       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): January 28, 2005


                                  FRED'S, INC.
               (Exact Name of Registrant as Specified in Charter)


                         Commission File Number 00-19288

                Tennessee                                  62-0634010
      (State or other jurisdiction                     (I. R. S. Employer
    of incorporation or organization)                  Identification No.)

    4300 New Getwell Road, Memphis, TN                        38118
  (Address of principal executive offices)                  (Zip Code)


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


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the Registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b)  under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))



Item 1.01.   Entry Into Material Definitive Agreement

The Board of Directors of Fred's,  Inc. (the "Company") on January 28, 2005 made
stock option grants and restricted  stock awards to various named executives and
various other executives under the Company's shareholder-approved 2002 Long-Term
Incentive Plan. Under the terms of the restricted  stock  agreement,  the awards
shall vest upon  attaining a five percent  (5%)  operating  profit  margin goals
during two consecutive  Company fiscal years or on the tenth (10th)  anniversary
of the date of grant.  The forms of the restricted  stock award and stock option
grant  agreements  being  entered  into with these  individuals  are attached as
exhibits to this Report on Form 8-K.


Item 9.01.  Financial Statements, Pro Forma Financial Information and Exhibits.

         (c)   Exhibits:

           Exhibit
            Number      Description
         -------------  --------------------------------------------------------

            10.18       Restricted Stock Award Agreement
            10.19       Incentive Stock Option Agreement





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                                    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 thereunto duly authorized.


                                            FRED'S, INC.
                                            (Registrant)

                                            By:  /s/ Jerry A. Shore
                                               ---------------------------
                                            Jerry A. Shore,
                                            Executive Vice President and
                                            Chief Financial Officer



Date:    January 31, 2005







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                                INDEX TO EXHIBITS


   Exhibit
    Number       Description
---------------  ---------------------------------------------------------------

    10.18        Restricted Stock Award Agreement
    10.19        Incentive Stock Option Agreement








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