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): August 25, 2005

                                   FREDS, 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)                        Identification No.)


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


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


                                 Not Applicable
                                 --------------
          (Former Name or former address, if changed since last report)



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 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

     On August 25, 2005, Fred's, Inc. issued a press release announcing its
financial results for the second fiscal quarter and six-month period ended July
30, 2005. A copy of the press release is furnished as Exhibit 99.1 to this
report and is incorporated herein by reference. The information in this report,
including the exhibit attached hereto, is furnished pursuant to Item 2.02 and
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that section.


ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

       (c)   Exhibits.

             99.1  Press Release issued by Fred's, Inc., dated August 25, 2005.



                                   SIGNATURES

     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.

                                         FRED'S, INC.
                                         (Registrant)


Date: August 25, 2005                    By: /s/   Jerry A. Shore
                                             -----------------------------------
                                                   Jerry A. Shore
                                                   Executive Vice President and
                                                   Chief Financial Officer






                                  EXHIBIT INDEX


Exhibit
Number         Description of Exhibit(s)
-------        -------------------------

  99.1         Copy of press release issued by Fred's, Inc. on August 25, 2005.