FRED'S                          4300 New Getwell Road, Memphis, Tennessee 38118


                                                   Contact: Jerry A. Shore
                                                   Executive Vice President and
                                                   Chief Financial Officer
                                                   (901) 362-3733, Ext. 2217


             FRED'S net income increases 20% for the SECOND QUARTER


MEMPHIS, Tenn. (August 21, 2003) - Fred's Inc. (Nasdaq/NM:  FRED) today reported
record  financial  results for the second fiscal  quarter and  six-month  period
ended August 2, 2003.

     Net income for the second  quarter of 2003 increased 20% to $4.4 million or
$0.11 per  diluted  share from $3.7  million or $0.09 per  diluted  share in the
year-earlier  period.  For the first half of 2003,  net income  increased 23% to
$12.2  million or $0.31 per diluted share from $9.9 million or $0.25 per diluted
share in the same period last year.

     The  Company's  per share  results have been  adjusted for a  three-for-two
stock split distributed on July 1, 2003.

     Retail sales by Company stores for the second quarter of 2003 increased 19%
and total sales for the quarter rose 18% to $302.3 million versus $256.5 million
in the same period last year. On a comparable store basis,  sales increased 5.5%
for the  quarter.  For the first half of 2003,  retail  sales by Company  stores
increased 20% and total sales for the period rose 19% to $613.0 million compared
with $514.9 million in the year-earlier  period.  Comparable store sales for the
first six months of 2003 increased 5.8% over the same period last year.

     Commenting on the results, Michael J. Hayes, Chief Executive Officer, said,
"Fred's performance in the second quarter was outstanding. With continued strong
momentum  in sales and 20% growth in  earnings,  the Company  remains  firmly on
track through the mid-year point to achieve its financial objectives for 2003.

     "Beyond  steady  financial  growth,  several  operational   accomplishments
highlighted  the second  quarter,"  Hayes  added.  "These  included a successful
ramp-up  in the  operations  of  our  new  Georgia  distribution  center,  which
experienced  its first quarter of operation.  We are pleased to acknowledge  the
hard work and  dedication  of our employees who  contributed  to this  important
undertaking,  helping us begin shipments on schedule and expand the new center's
operations so quickly and ahead of schedule.  Also, we continued our accelerated
store  expansion  program  with the  opening of 24 new stores  during the second
quarter.  We now have  added 54 new stores  through  the first half of the year,
increasing our total selling square footage  approximately 12% thus far in 2003.
With this  progress,  we remain well  positioned  to reach our goal of opening a
total of 70-75 stores this year,  which should  result in an increase in selling
space of 17%-18% in fiscal 2003. This ongoing  expansion in  infrastructure  and
financial  strength provides Fred's with a solid foundation for growth well into
the future."

                                     -MORE-



FRED Reports Second Quarter Results
Page 2
August 21, 2003

     Fred's gross profit for the second quarter was $84.9 million  compared with
$69.6  million in the prior  period,  representing  an  increase  of 22% for the
period.  Gross margin for the quarter  improved to 28.1% versus 27.2% last year,
with the increase  reflecting  improved  initial  markup on shipments and vendor
allowances  associated  with the opening of the Company's  Georgia  distribution
center.  Gross profit for the first six months of 2003  increased  24% to $172.9
million from $139.1 million in the first half of 2002. Gross margin for the 2003
year-to-date period was 28.2% versus 27.0% in the same period last year.

     Selling, general and administrative expenses for the second quarter of 2003
increased to 25.9% of sales versus 25.0% of sales in the year-earlier period. On
a  year-to-date  basis in 2003,  selling,  general and  administrative  expenses
increased  to 25.2% of sales  compared  with 24.1% of sales in the first half of
2003.  The  increase in expenses  in the  quarter and  year-to-date  periods was
attributable  to costs  associated  with the  Company's  expansion  of store and
distribution facilities, as well as higher insurance costs.

     Operating  income for the  second  quarter  of 2003  increased  18% to $6.7
million from $5.6 million in the year-earlier period.  Operating income was 2.2%
of sales in both the  second  quarter  of 2003 and the  second  quarter of 2002.
Operating  income for the first half of 2003 increased 24% to $18.7 million from
$15.1 million in the prior-year  period.  Operating income for the first half of
2003 was 3.0% of sales  compared  with 2.9% of sales in the first six  months of
last year.

     Fred's Inc. operates 494 discount general merchandise stores,  including 26
franchised Fred's stores in the southeastern United States. For more information
about the Company,  visit Fred's website on the Internet at www.fredsinc.com.  A
public,  listen-only  simulcast and replay of Fred's second  quarter  conference
call may be accessed at the Company's  web site or at  www.companyboardroom.com.
The simulcast will begin at  approximately  10:00 a.m.  Eastern Time today and a
replay of the call will be  available  beginning at  approximately  noon Eastern
Time and will run until September 21, 2003.

     Comments  in  this  news  release  that  are  not   historical   facts  are
forward-looking  statements  that involve  risks and  uncertainties  which 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,  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.

                               -MORE-



FRED Reports Second Quarter Results
Page 3
August 21, 2003



                                                               

                                  FRED'S INC.
                         Unaudited Financial Highlights
                    (in thousands, except per share amounts)


                                           13 Weeks       13 Weeks
                                             Ended          Ended
                                           August 2,      August 3,      Percent
                                             2003           2002         Change
                                         ------------   -------------   --------
Net sales                                $   302,270    $   256,470         17.9%
Operating income                         $     6,685    $     5,648         18.4%
Net income                               $     4,385    $     3,667         19.6%
Net income per share:*
     Basic                               $      0.11    $      0.10         10.0%
     Diluted                             $      0.11    $      0.09         22.2%
Average shares outstanding:*
     Basic                                    38,695         38,229
     Diluted                                  39,510         39,167


                                           26 Weeks       26 Weeks
                                             Ended          Ended
                                           August 2,      August 3,      Percent
                                             2003           2002         Change
                                         ------------   ------------    --------
Net sales                                $   612,959    $   514,897         19.0%
Operating income                         $    18,662    $    15,061         23.9%
Net income                               $    12,242    $     9,942         23.1%
Net income per share:*
     Basic                               $      0.32    $      0.26         23.1%
     Diluted                             $      0.31    $      0.25         24.0%
Average shares outstanding:*
     Basic                                    38,569         38,133
     Diluted                                  39,328         39,164


* All share and per share amounts have been adjusted to reflect the distribution
of a three-for-two stock split on July 1, 2003.

                                     -MORE-

FRED Reports Second Quarter Results
Page 4
August 21, 2003

                         

                                   FRED'S INC.
                  Unaudited Fiscal 2003 Second Quarter Results
                    (in thousands, except per share amounts)

                                                               13 Weeks                     13 Weeks
                                                                 Ended                        Ended
                                                               August 2,         % of        August 3,      % of
                                                                 2003            Total         2002         Total
                                                              ------------      --------    -----------     ------
Net sales                                                     $   302,270        100.0%     $ 256,470       100.0%
Cost of goods sold                                                217,326         71.9%       186,832        72.8%
                                                              -----------       --------    -----------     ------
Gross profit                                                       84,944         28.1%        69,638        27.2%
Selling, general and administrative expenses                       78,259         25.9%        63,990        25.0%
                                                              -----------       --------    -----------     ------
Operating income                                                    6,685          2.2%         5,648         2.2%
Interest expense, net                                                 100          0.0%             7         0.0%
                                                              -----------       --------    -----------     ------
Income before income taxes                                          6,585          2.2%         5,641         2.2%
Provision for income taxes                                          2,200          0.7%         1,974         0.8%
                                                              -----------       --------    -----------     ------
Net income                                                    $     4,385          1.5%     $   3,667         1.4%
                                                              -----------       --------    -----------     ------
Net income per share: *
     Basic                                                    $      0.11                   $    0.10
                                                              -----------                   -----------
     Diluted                                                  $      0.11                   $    0.09
                                                              -----------                   -----------
Weighted average shares outstanding: *
     Basic                                                         38,695                      38,229
                                                              -----------                   -----------
     Diluted                                                       39,510                      39,167
                                                              -----------                   -----------

                     Unaudited Fiscal 2003 Six-Month Results
                    (in thousands, except per share amounts)

                                                               26 Weeks                     26 Weeks
                                                                 Ended                        Ended
                                                               August 2,         % of        August 3,       % of
                                                                 2003            Total         2002          Total
                                                              -----------       --------    -----------     -------
Net sales                                                     $   612,959        100.0%     $ 514,897        100.0%
Cost of goods sold                                                440,067         71.8%       375,834         73.0%
                                                              -----------       --------    -----------     -------
Gross profit                                                      172,892         28.2%       139,063         27.0%
Selling, general and administrative expenses                      154,230         25.2%       124,002         24.1%
                                                              -----------       --------    -----------     -------
Operating income                                                   18,662          3.0%        15,061          2.9%
Interest expense, net                                                 197          0.0%           (67)         0.0%
                                                              -----------       --------    -----------     -------
Income before income taxes                                         18,465          3.0%        15,128          2.9%
Provision for income taxes                                          6,223          1.0%         5,186          1.0%
                                                              -----------       --------    -----------     -------
Net income                                                    $    12,242          2.0%     $   9,942          1.9%
                                                              -----------       --------    -----------     -------
Net income per share: *
     Basic                                                    $      0.32                   $    0.26
                                                              -----------                   -----------
     Diluted                                                  $      0.31                   $    0.25
                                                              -----------                   -----------
Weighted average shares outstanding: *
     Basic                                                         38,569                      38,133
                                                              -----------                   -----------
     Diluted                                                       39,328                      39,164
                                                              -----------                   -----------




* All share and per share amounts have been adjusted to reflect the distribution
of a three-for-two stock split on July 1, 2003.

                                     -MORE-

FRED Reports Second Quarter Results
Page 5
August 21, 2003


                                                                      

                                   FRED'S INC.
                             Unaudited Balance Sheet
                                 (in thousands)

                                                             August 2,         August 3,
                                                               2003              2002
                                                           --------------   --------------
ASSETS:
Cash and cash equivalents                                  $      2,202     $       2,593
Inventories                                                     218,770           183,003
Receivables and other current assets                             22,073            18,914
Current deferred income tax benefit                                   0             1,034
                                                           -------------    --------------
     Total current assets                                       243,045           205,544
Property and equipment, net                                     126,837            91,401
Other noncurrent assets                                           4,345             4,962
                                                           -------------    --------------
     Total assets$                                              374,227     $     301,907
                                                           -------------    --------------

LIABILITIES AND SHAREHOLDERS' EQUITY:
Accounts payable                                           $     54,327     $      43,437
Current portion of indebtedness                                      36               422
Current portion of capital lease obligation                         705               742
Accrued expenses                                                 17,839            14,696
Current deferred tax liability                                   11,273                 0
Income taxes                                                          0             1,407
                                                           -------------    --------------
     Total current liabilities                                   84,180            60,704

Indebtedness                                                      8,489             2,705
Deferred tax liability                                            7,328               696
Capital lease obligations                                         2,031             2,106
Other noncurrent liabilities                                      2,655             2,255
                                                           -------------    --------------
     Total liabilities                                          104,683            68,466
Shareholders' equity                                            269,544           233,441
                                                           -------------    --------------
     Total liabilities and shareholders' equity            $    374,227     $     301,907
                                                           -------------    --------------


                                     -END-