Exhibit 99.1


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 reports 22% increase in third QUARTer net income


MEMPHIS,  Tenn.  (November  20,  2003) - Fred's  Inc.  (NASDAQ/NM:  FRED)  today
reported  record  financial  results for the third fiscal quarter and nine-month
period ended November 1, 2003.

     Net income for the third  quarter of 2003  increased 22% to $9.0 million or
$0.23 per  diluted  share from $7.4  million or $0.19 per  diluted  share in the
year-earlier period. For the first nine months of 2003, net income increased 23%
to $21.3  million or $0.54 per  diluted  share  from $17.4  million or $0.44 per
diluted share in the same period last year.

     All 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 third quarter of 2003 increased 19%
and total sales for the quarter rose 18% to $311.7 million versus $263.2 million
in the same period last year. On a comparable store basis,  sales increased 6.0%
for the  quarter.  For the first nine  months of 2003,  retail  sales by Company
stores  increased 20% and total sales for the period rose 19% to $924.6  million
compared with $778.1 million in the year-earlier period.  Comparable store sales
for the first nine months of 2003 increased 6.0% over the same period last year.

     Commenting on the results, Michael J. Hayes, Chief Executive Officer, said,
"We are pleased to report another solid financial  performance for Fred's in the
third quarter,  with sales and earnings growth that keeps us firmly on course to
achieve our  aggressive  goals for the year.  The  Company's 22% increase in net
income for the third quarter was a highlight for the period.

     "Fred's  results  for  the  third  quarter  also  are  gratifying  from  an
operational  standpoint,  considering our ongoing expansion during the quarter,"
Hayes  added.  "In  addition  to the  continued  successful  ramp-up  of our new
distribution center in Georgia, we have opened 16 new stores over the past three
months and, as a result,  we have quickly  reached our original target of 70 new
stores for the year.  Significantly,  in the  course of adding  these new stores
during the quarter,  we also recorded a milestone  event with the opening of our
500th store.  Because of this accelerated  growth, we have now raised our target
for new store  openings  in  fiscal  2003 to 75,  which  will make this the most
ambitious year in our history for store expansion.  With the additional capacity
of our  second  distribution  center in Dublin,  we have  given our real  estate
department  the green light to open stores in all periods for next fiscal  year,
utilizing our resources  more  effectively  and  increasing our target for store
openings in 2004 from 80 to a range of 80 to 100."



FRED Reports Third Quarter Results
Page 2
November 20, 2003


     Fred's  gross  profit  for the  third  quarter  of 2003 was  $91.2  million
compared with $76.0 million in the prior-year  period,  representing an increase
of 20% for the period.  Gross  margin for the quarter  improved to 29.3%  versus
28.9% last year. Gross profit for the first nine months of 2003 increased 23% to
$264.1  million  from  $215.1  million in the first nine  months of 2002.  Gross
margin  for the 2003  year-to-date  period  was 28.6%  versus  27.6% in the same
period last year,  reflecting  higher  initial  markup on  shipments  and better
control of merchandise markdowns and shrinkage.

     Selling,  general and administrative expenses for the third quarter of 2003
increased to 24.8% of sales versus 24.5% of sales in the year-earlier period. On
a  year-to-date  basis in 2003,  selling,  general and  administrative  expenses
increased  to 25.1% of sales  compared  with  24.2% of sales in the  first  nine
months of 2002.  The  increase  in expenses as a percent of sales in the quarter
and year-to-date periods was attributable to costs associated with the Company's
expansion of store and distribution facilities.

     Operating  income  for the third  quarter  of 2003  increased  21% to $13.9
million from $11.5 million in the year-earlier period. Operating income was 4.5%
of sales in the third quarter of 2003 compared with 4.4% in the third quarter of
2002.  Operating  income for the first three  quarters of 2003  increased 22% to
$32.6 million from $26.6 million in the prior-year period.  Operating income for
the first nine months of 2003 was 3.5% of sales  compared  with 3.4% of sales in
the first nine months of last year.

     Fred's Inc. operates 508 discount general merchandise stores,  including 26
franchised  Fred's stores mainly 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 third
quarter  conference  call  may be  accessed  at the  Company's  web  site  or at
www.fulldisclosure.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 December 20, 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.



FRED Reports Third Quarter Results
Page 3
November 20, 2003


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

                                                                                                  


                                                                             13 Weeks       13 Weeks
                                                                               Ended          Ended
                                                                            November 1,    November 2,     Percent
                                                                               2003           2002         Change
                                                                           ------------   ------------    ---------
Net sales                                                                  $   311,668    $   263,197         18.4%
Operating income                                                           $    13,888    $    11,519         20.6%
Net income                                                                 $     9,028    $     7,408         21.9%
Net income per share:*
     Basic                                                                 $      0.23    $      0.19         21.1%
     Diluted                                                               $      0.23    $      0.19         21.1%
Average shares outstanding:*
     Basic                                                                      38,901         38,328
     Diluted                                                                    39,838         39,263


                                                                             39 Weeks       39 Weeks
                                                                               Ended          Ended
                                                                            November 1,    November 2,     Percent
                                                                               2003           2002         Change
                                                                           ------------   -----------     ---------
Net sales                                                                  $   924,627    $   778,094         18.8%
Operating income                                                           $    32,550    $    26,580         22.5%
Net income                                                                 $    21,270    $    17,350         22.6%
Net income per share:*
     Basic                                                                 $      0.55    $      0.45         22.2%
     Diluted                                                               $      0.54    $      0.44         22.7%
Average shares outstanding:*
     Basic                                                                      38,680         38,201
     Diluted                                                                    39,594         39,249


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



FRED Reports Third Quarter Results
Page 4
November 20, 2003



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

                                                                                               

                                                               13 Weeks                     13 Weeks
                                                                 Ended                        Ended
                                                              November 1,       % of       November 2,      % of
                                                                 2003           Total         2002          Total
                                                              -----------      -------    ------------     -------
Net sales                                                     $   311,668       100.0%    $   263,197        100.0%
Cost of goods sold                                                220,477        70.7%        187,203         71.1%
                                                              -----------      -------    ------------     --------
Gross profit                                                       91,191        29.3%         75,994         28.9%
Selling, general and administrative expenses                       77,303        24.8%         64,475         24.5%
                                                              -----------      -------    ------------     --------
Operating income                                                   13,888         4.5%         11,519          4.4%
Interest expense, net                                                  93         0.0%            121          0.0%
                                                              -----------      -------    ------------     --------
Income before income taxes                                         13,795         4.5%         11,398          4.4%
Provision for income taxes                                          4,767         1.6%          3,990          1.6%
                                                              -----------      -------    ------------     --------
Net income                                                    $     9,028         2.9%    $     7,408          2.8%
                                                              ===========      =======    ============     ========
Net income per share:*
     Basic                                                    $      0.23                 $      0.19
                                                              ===========                 ============
     Diluted                                                  $      0.23                 $      0.19
                                                              ===========                 ============
Weighted average shares outstanding:*
     Basic                                                         38,901                      38,328
                                                              ===========                 ============
     Diluted                                                       39,838                      39,263
                                                              ===========                 ============

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

                                                               39 Weeks                     39 Weeks
                                                                 Ended                        Ended
                                                              November 1,       % of       November 2,      % of
                                                                 2003           Total         2002          Total
                                                              -----------      -------    ------------     -------
Net sales                                                     $   924,627       100.0%    $   778,094        100.0%
Cost of goods sold                                                660,544        71.4%        563,037         72.4%
                                                              -----------      -------    ------------     --------
Gross profit                                                      264,083        28.6%        215,057         27.6%
Selling, general and administrative expenses                      231,533        25.1%        188,477         24.2%
                                                              -----------      -------    ------------     --------
Operating income                                                   32,550         3.5%         26,580          3.4%
Interest expense, net                                                 290         0.0%             54          0.0%
                                                              -----------      -------    ------------     --------
Income before income taxes                                         32,260         3.5%         26,526          3.4%
Provision for income taxes                                         10,990         1.2%          9,176          1.1%
                                                              -----------      -------    ------------     --------
Net income                                                    $    21,270         2.3%    $    17,350          2.3%
                                                              ===========      =======    ============     ========
Net income per share:*
     Basic                                                    $      0.55                 $      0.45
                                                              ===========                 ============
     Diluted                                                  $      0.54                 $      0.44
                                                              ===========                 ============
Weighted average shares outstanding:*
     Basic                                                         38,680                      38,201
                                                              ===========                 ============
     Diluted                                                       39,594                      39,249
                                                              ===========                 ============


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



FRED Reports Third Quarter Results
Page 5
November 20, 2003


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

                                                                                               
                                                                                     November 1,      November 2,
                                                                                        2003              2002
                                                                                    -------------    --------------
ASSETS:
Cash and cash equivalents                                                           $       2,279    $        2,078
Inventories                                                                               260,589           218,957
Receivables and other current assets                                                       21,779            21,596
Current deferred income tax benefit                                                             0               464
                                                                                    -------------    --------------
     Total current assets                                                                 284,647           243,095
Property and equipment, net                                                               130,281            98,369
Other noncurrent assets                                                                     4,256             4,721
                                                                                    -------------    --------------
     Total assets                                                                         419,184    $      346,185
                                                                                    =============    ==============


LIABILITIES AND SHAREHOLDERS' EQUITY:
Accounts payable                                                                    $      78,427    $       67,482
Current portion of indebtedness                                                               125               281
Current portion of capital lease obligation                                                   735               656
Accrued expenses                                                                           16,416            15,549
Current deferred tax liability                                                             11,016                 0
Income taxes                                                                                6,663             3,640
                                                                                    -------------    --------------
     Total current liabilities                                                            113,382            87,608

Indebtedness                                                                               19,284            13,010
Deferred tax liability                                                                      3,445               696
Capital lease obligations                                                                   1,844             1,981
Other noncurrent liabilities                                                                2,755             2,355
                                                                                    -------------    --------------
     Total liabilities                                                                    140,710           105,650
Shareholders' equity                                                                      278,474           240,535
                                                                                    -------------    --------------
     Total liabilities and shareholders' equity                                     $     419,184    $      346,185
                                                                                    =============    ==============