8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

___________________________________

FORM 8-K

CURRENT REPORTPursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934Date of Report (Date of earliest event reported): November 26, 2013FRED'S, INC.(Exact Name of Registrant as Specified in Charter)Commission File Number 001-14565

Tennessee	62-0634010
(State or Other Jurisdiction of Incorporation)	(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 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On November 26, 2013, Fred's, Inc. issued a press release announcing its financial results for the third quarter and nine months ended November 2, 2013.

A copy of the press release announcing these events 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.

(d)	Exhibits.
	99.1	Press Release issued by Fred's, Inc., dated November 26, 2013.

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:	November 26, 2013	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 November 26, 2013.

EX-99.1

Exhibit 99.1

Fred's Reports Higher Third Quarter Earnings

MEMPHIS, Tenn.--(BUSINESS WIRE)--November 26, 2013--Fred's, Inc. (NASDAQ: FRED) today reported financial results for the third quarter and nine months ended November 2, 2013.

For the third quarter ended November 2, 2013, Fred's net income totaled $7.3 million or $0.20 per diluted share, up 11% from net income of $6.6 million or $0.18 per diluted share in the year-earlier period. Fred's net income for the first nine months of 2013 totaled $22.0 million or $0.60 per diluted share compared with $23.1 million or $0.63 per diluted share in the prior year, which included a benefit of approximately $4.2 million or $0.12 per diluted share for favorable tax credits related to a state income tax settlement as well as adjustments for other tax related assumptions and estimates. Excluding the favorable tax credits, Fred's net income and earnings per diluted share for the first nine months of 2013 increased 18% from the comparable period last year.

Fred's total sales for the third quarter of fiscal 2013 increased 2% to $460.5 million from $450.6 million for the same period last year. Comparable store sales for the quarter increased 1.4% compared with a decline of 2.5% in the third quarter last year. Fred's total sales for the first nine months of fiscal 2013 increased 2% to $1.444 billion from $1.422 billion for the same period last year. Comparable store sales for the first nine months of 2013 increased 1.1% compared with a decrease of 0.8% in the same period last year.

Commenting on the results, Bruce A. Efird, Chief Executive Officer, said, "We are pleased to report an 11% increase in earnings for the third quarter, which reflected the ongoing progress we have seen with our key initiatives for the year. Our Hometown Auto & Hardware department continues to produce strong comparable store sales and the investments in pharmacy growth have been validated by the 8% increase in its total department sales. Notably, our pharmacy department accounted for more than 40% of total company sales during the quarter. To help build on this momentum, we opened our new specialty pharmacy division, EIRIS Health Services, during the third quarter, which accelerates our entry into the fastest growing area of the pharmacy industry. On the expense side of the ledger, the team successfully attained 30 basis points of leverage.

"With the progress we achieved in the third quarter, we remain confident that the programs we have put in place during the year will drive continued earnings growth," Efird continued. "For the full year, we project earnings to increase from 13% to 20% over 2012, excluding the one-time tax benefit recorded last year."

Fred's gross profit for the third quarter of 2013 increased 2% to $140.2 million from $138.1 million in the prior-year period. Gross margin for the quarter decreased 20 basis points to 30.5% compared with 30.7% in the same quarter last year. The deleveraging for the quarter was driven by higher general merchandise markdowns combined with an increase in general merchandise shrinkage. Gross profit for the first nine months of 2013 increased 2% to $427.2 million from $417.7 million in the prior-year period. Gross margin for the nine-month period improved 20 basis points to 29.6% compared with 29.4% in the prior-year period. The increase for the year-to-date period resulted from higher pharmacy department rebates.

Selling, general and administrative expenses for the quarter, including depreciation and amortization, leveraged 30 basis points to 28.2% of sales from 28.5% of sales in the prior-year quarter. The leveraging of expenses in the third quarter was driven by favorable store labor and insurance expense reductions. These improvements were partially offset by higher occupancy costs and depreciation and amortization associated with new store and pharmacy growth. In the first nine months of 2013, selling, general and administrative expenses deleveraged 10 basis points to 27.3% from 27.2% of sales in the same nine months of 2012. The deleveraging in the year-to-date period was primarily attributable to higher occupancy costs and investments in new store and pharmacy growth, which was partially offset by insurance expense reductions.

For the third quarter of 2013, operating income, which is equivalent to earnings before interest and taxes, or EBIT, a non-GAAP measure, improved 5% to $10.6 million or 2.3% of sales compared with $10.1 million or 2.2% of sales in the prior-year period. For the first nine months of 2013, operating income increased 10% to $33.6 million or 2.3% of sales from $30.6 million or 2.2% of sales in the first nine months of 2012.

For the third quarter of 2013, earnings before interest, taxes, depreciation and amortization, or EBITDA, also a non-GAAP measure that further excludes depreciation and amortization from EBIT, improved 6% to $21.3 million or 4.6% of sales compared with $20.0 million or 4.4% of sales in the year-earlier quarter. For the first nine months of 2013, EBITDA increased 10% to $65.1 million or 4.5% of sales, up from $59.3 million or 4.2% of sales in the first nine months of 2012.

During the third quarter, Fred's opened eight new locations and closed four locations. During the first nine months of the year, Fred's opened 17 new locations, comprising seven new stores and 10 new Xpress pharmacies. Fred's also closed 21 stores and seven Xpress locations.

In the fourth quarter of 2013, the Company expects total sales to increase in the range of 1% to 3%. Comparable store sales are expected to be in the range of flat to up 2% versus a decrease of 2.8% in the comparable 13-week fourth quarter last year. Fourth quarter 2013 earnings per diluted share are forecasted to be in the range of $0.18 to $0.23 compared with earnings per diluted share of $0.18 in the 14-week quarter last year or $0.15 in the comparable 13-week quarter last year. Based on results for the first nine months of 2013 and this outlook, the Company now expects total earnings per diluted share for 2013 to be in the range of $0.78 to $0.83.

Currently, Fred's, Inc. operates 701 discount general merchandise stores, including 21 franchised Fred's stores, in the southeastern United States. For more information about the Company, visit Fred's website at www.fredsinc.com.

A public, listen-only simulcast and replay of Fred's third quarter 2013 conference call may be accessed at the Company's web site. The simulcast will begin at approximately 10:00 a.m. Eastern Time today; a replay of the call will be available beginning at approximately 1:00 p.m. Eastern Time and will run until December 26, 2013.

Comments in this news release that are not historical facts are forward-looking statements that involve risks and uncertainties that 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, those associated with the Company's announced strategic plan, lease buyouts and the underlying assumptions and projections upon which they are based, as well as risks that intended results may not be achieved or may not occur as quickly as expected; 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 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.

FRED'S, INC.
Unaudited Financial Highlights
(In thousands, except per share amounts)
	13 Weeks Ended November 2, 2013		13 Weeks Ended October 27, 2012		Percent Change
Net sales	$	460,542	$	450,574	2.2	%
Operating income	$	10,636	$	10,120	5.1	%
Net income	$	7,308	$	6,561	11.4	%
Net income per share:
Basic	$	0.20	$	0.18	11.1	%
Diluted	$	0.20	$	0.18	11.1	%
Average shares outstanding:
Basic		36,558		36,443
Diluted		36,723		36,583

	39 Weeks Ended November 2, 2013		39 Weeks Ended October 27, 2012		Percent Change
Net sales	$	1,444,213	$	1,421,895	1.6	%
Operating income	$	33,633	$	30,587	10.0	%
Net income	$	22,049	$	23,073	(4.4	)%
Net income per share:
Basic	$	0.60	$	0.63	(4.8	)%
Diluted	$	0.60	$	0.63	(4.8	)%
Average shares outstanding:
Basic		36,532		36,626
Diluted		36,679		36,761

FRED'S, INC.
Unaudited Fiscal 2013 Third Quarter Results
(in thousands, except per share amounts)
	13 Weeks Ended November 2, 2013		% of Total		13 Weeks Ended October 27, 2012		% of Total
Net sales	$	460,542	100.0	%	$	450,574	100.0	%
Cost of goods sold		320,305	69.5	%		312,441	69.3	%
Gross profit		140,237	30.5	%		138,133	30.7	%
Depreciation & amortization		10,631	2.3	%		9,880	2.2	%
Selling, general and administrative expenses		118,970	25.9	%		118,133	26.3	%
Operating income		10,636	2.3	%		10,120	2.2	%
Interest expense, net		113	0.0	%		129	0.0	%
Income before income taxes		10,523	2.3	%		9,991	2.2	%
Provision for income taxes		3,215	0.7	%		3,430	0.7	%
Net income	$	7,308	1.6	%	$	6,561	1.5	%
Net income per share:
Basic	$	0.20			$	0.18
Diluted	$	0.20			$	0.18
Weighted average shares outstanding:
Basic		36,558				36,443
Diluted		36,723				36,583

Unaudited Fiscal 2013 Nine-month Results
(in thousands, except per share amounts)
	39 Weeks Ended November 2, 2013		% of Total		39 Weeks Ended October 27, 2012		% of Total
Net sales	$	1,444,213	100.0	%	$	1,421,895	100.0	%
Cost of goods sold		1,016,972	70.4	%		1,004,162	70.6	%
Gross profit		427,241	29.6	%		417,733	29.4	%
Depreciation & amortization		31,459	2.2	%		28,718	2.0	%
Selling, general and administrative expenses		362,149	25.1	%		358,428	25.2	%
Operating income		33,633	2.3	%		30,587	2.2	%
Interest expense, net		377	0.0	%		402	0.1	%
Income before income taxes		33,256	2.3	%		30,185	2.1	%
Provision for income taxes		11,207	0.8	%		7,112	0.5	%
Net income	$	22,049	1.5	%	$	23,073	1.6	%
Net income per share:
Basic	$	0.60			$	0.63
Diluted	$	0.60			$	0.63
Weighted average shares outstanding:
Basic		36,532				36,626
Diluted		36,679				36,761

FRED'S, INC.
Unaudited Balance Sheet
(in thousands)
	November 2, 2013		October 27, 2012
ASSETS:
Cash and cash equivalents	$	21,585	$	16,119
Inventories		385,552		392,523
Receivables		36,772		30,584
Other non-trade receivables		33,531		36,252
Prepaid expenses and other current assets		15,442		11,515
Total current assets		492,882		486,993
Property and equipment, net		155,893		158,143
Intangibles		44,801		37,601
Other non-current assets		3,258		3,386
Total assets	$	696,834	$	686,123
LIABILITIES AND SHAREHOLDERS' EQUITY:
Accounts payable	$	145,278	$	153,526
Current portion of indebtedness		1,130		1,281
Accrued expenses and other		52,740		43,220
Deferred income taxes		24,980		24,870
Total current liabilities		224,128		222,897
Long-term portion of indebtedness		4,158		5,438
Deferred income taxes		1,454		6,541
Other non-current liabilities		17,466		18,074
Total liabilities		247,206		252,950
Shareholders' equity		449,628		433,173
Total liabilities and shareholders' equity	$	696,834	$	686,123

CONTACT:
Fred's, Inc.
Jerry A. Shore, 901-362-3733, Ext. 2217
Executive Vice President and Chief Financial Officer