FORM 10-Q/A
                         AMENDMENT NO. 1


               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549


[ X ]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended April 29, 1995.

                               OR

[    ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934.

For the transition period from                 to                .


Commission file number 000-19288


                          FRED'S, INC.
     (Exact name of registrant as specified in its charter)


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

4300 New Getwell Rd., Memphis, Tennessee            38118
(Address of principal executive offices)          (zip code)

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

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.  Yes      X     .  No            .

The registrant had 9,335,367 shares of common stock outstanding as
of April 29, 1995.


Item 6.   Exhibits and Reports on Form 8-K

               Exhibits:

                    Exhibit 27 - Financial Data Schedule


                           SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this amendment to be signed on
its behalf by the undersigned thereunto duly authorized.

                                   FRED'S, INC.

                                   /s/Michael J. Hayes           
                                   Michael J. Hayes
Date:  August 10, 1995             Chief Executive Officer




                                   /s/Bruce D. Smith             
                                   Bruce D. Smith  
Date:  August 10, 1995             Chief Financial Officer