8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

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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):  July 13, 2012

FRED'S, INC.

(Exact Name of Registrant as Specified in Charter)

Commission File Number 001-14565

Tennessee (State or Other Jurisdiction of Incorporation) 62-0634010 (I.R.S. Employer Identification No.)

4300 New Getwell Road, Memphis, Tennessee  38118

(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 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On July 13, 2012, the Board of Directors adopted and approved an amendment to the Fred’s, Inc. 2012 Long-Term Incentive Plan (the “Plan”).  The Board of Directors determined that the Plan should remove all references to a “Potential Change in Control.”

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d)	Exhibits.
	99.1	Amendment No. 1 to the Fred’s, Inc. 2012 Long-Term Incentive Plan dated July 13, 2012.

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:  July 16, 2012	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	Amendment No. 1 to the Fred’s, Inc. 2012 Long-Term Incentive Plan dated July 13, 2012.

EX-99.1

Exhibit 99.1

AMENDMENT NO. 1 TO THE

FRED’S INC. 2012 LONG-TERM INCENTIVE PLAN

THIS AMENDMENT NO. 1 (this "Amendment"), dated as of July 13, 2012 (the “Amendment Date”), to the Fred’s, Inc. 2012 Long-Term Incentive Plan (“Plan”) as adopted and approved by the Board of Directors (the “Board”) to Fred’s, Inc., a Tennessee Corporation (the “Corporation”), has been approved by the Board as of the Amendment Date.

WHEREAS, the Board adopted the Plan, and retained the right therein to amend the Plan; and

WHEREAS, the Board determined that the Plan should be amended to remove all references to a ‘Potential Change in Control’;

NOW THEREFORE, the Plan is amended as follows:

1. Definitions.  Unless otherwise defined herein, all capitalized terms shall have the meanings given them in the Plan.

2. Amendment to Subsection 17(a).  Section 17(a) of the Plan is amended by deleting the following:

“In the event of (1) a Change in Control (as defined below) or (2) a Potential Change in Control (as defined below),”

and in lieu thereof replaced with:

“In the event of a Change in Control (as defined below),”.

3. Amendment to Subsection 17(a)(iii).  Section 17(a)(iii) of the Plan is amended by deleting the following:

“or such Potential Change in Control”.

4. Amendment to Subsection 17(c).  Section 17(c) of the Plan is deleted in its entirety and in lieu thereof replaced with:

“INTENTIONALLY DELETED”.

5. Amendment to Subsection 17(d).  Section 17(d) of the Plan is deleted in its entirety and in lieu thereof replaced with:

“(d)           As used herein, the term "Change in Control Price" means the highest price per share paid in any transaction reported on the National Association of Securities Dealers Automated Quotation system, or paid or offered in any bonafide transaction related to a Change in Control of the Company at any time during the 60 day period immediately preceding the occurrence of the Change in Control, as determined by the Committee except that, in the case of Incentive Stock Options and SARs relating to Incentive Stock Options, such price shall be based only on transactions reported for the date on which the optionee exercises such SARs or, where applicable, the date on which a cash out occurs under Section 18(a)(iii).”

6. No Further Amendments. All provisions of the Plan not expressly amended herein shall remain in full force and effect and no other amendments thereto shall be implied or deemed made.

[The Remainder of this Page Intentionally Left Blank. Signature Found on Following Page.]

IN WITNESS WHEREOF, the authorized designee of the Corporation has executed this Amendment on the 13th day of July, 2012, to be effective as of the Amendment Date.

FRED’S, INC.
	/s/ Charles S. Vail
By:	Charles S. Vail
Its:	Secretary