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 FIRST QUARTER RESULTS


MEMPHIS,  Tenn. (May 20, 2004) - Fred's, Inc.  (NASDAQ/NM:  FRED) today reported
financial results for the first quarter ended May 1, 2004.

     Net income for the first  quarter of fiscal 2004  totaled  $7.4  million or
$0.19 per diluted share, matching the analysts' mean estimate for the period. In
the year-earlier quarter, net income was $7.9 million or $0.20 per diluted share
(the  prior-year  per share amount is adjusted for a  three-for-two  stock split
distributed on July 1, 2003).

     As  previously  reported,  retail  sales by  Company  stores  for the first
quarter  increased 10% and total sales also rose 10% to $341.5 million  compared
with $310.7  million in the same period last year. On a comparable  store basis,
sales increased 2.7% for the quarter.

     Commenting on the results, Michael J. Hayes, Chief Executive Officer, said,
"As the  earnings  comparison  for the period  suggests,  the first  quarter was
challenging  for us due to  lower-than-expected  comparable  store sales growth,
which adversely affected our store expense leverage,  and as we faced the impact
of rising fuel,  utilities,  and other costs.  While the  deceleration of Fred's
comparable  store sales growth is consistent with trends we have witnessed among
our  chief  competitors  in  the  discount  retail  sector,  we  know  that  our
performance  reflects other  Company-specific  issues.  These  problems  include
delays  in  merchandise  deliveries  from  vendors,   out-of-stock   merchandise
conditions on promotional items, and the lag related to the reinstatement of our
Saturday double coupon program.

     "There were, however,  some bright points in the quarter," Hayes continued.
"Pharmacy  sales and margins  remained on plan  throughout the quarter,  helping
offset  some of the  softness  we have  seen in  other  merchandise  categories.
Productivity at our new distribution  center  continues to improve,  providing a
solid foundation for expense leveraging and new store growth. Concurrently,  our
store  expansion  program  remains on pace for the  opening  of a record  80-100
stores this year - with 21 of those new stores opening during the first quarter.

     "Fortunately,  the issues we control can and have been addressed directly,"
Hayes added.  "Already,  in-stock  positions for our May and June circulars have
recovered,  revised logistics plans have cleared vendor backlogs, and our double
coupon program is steadily building weekend traffic. We believe the results from
these and other  merchandising  programs  will get our  comparable  store  sales
performance  back on plan as the year  continues.  With our new programs and the
adjustments we have made, the worst should be behind us and our goal to increase
earnings  for the year  14%-18%,  to a range of $0.97 and $1.00 versus $0.85 for
fiscal 2003, remains in tact."

     Fred's  gross  profit  for the  first  quarter  of 2004 was  $96.8  million
compared  with $87.9  million in the same  period  last  year,  representing  an
increase of 10% for the period. Gross margin for the quarter was 28.3% of sales,
the same as in the year-earlier period.


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FRED Reports First Quarter Results
Page 2
May 20, 2004


     Selling,  general and administrative expenses for the first quarter of 2004
increased  to 24.9% of sales  versus  24.5% of sales in the first  quarter  last
year. This increase was primarily attributable to an increase in store labor and
advertising costs as a percent of sales, as well as increases in fuel prices and
utilities expenses.

     Operating income for the first quarter of 2004 declined 4% to $11.5 million
from $12.0 million in the year-earlier period.  Operating income for the quarter
was 3.4% of sales versus 3.8% of sales in the first quarter of 2003.

     Fred's, Inc. operates 534 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  first  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 June 20, 2004.

     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 center 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         13 Weeks
                                         Ended            Ended
                                         May 1,           May 3,           Percent
                                         2004             2003              Change
                                     -------------     -------------    -------------
Net sales                            $    341,486      $    310,689             9.9%
Operating income                     $     11,483      $     11,977            -4.1%
Net income                           $      7,424      $      7,857            -5.5%
Net income per share:
    Basic                            $       0.19      $       0.20            -5.0%
    Diluted                          $       0.19      $       0.20            -5.0%
Average shares outstanding:
    Basic                                  39,060            38,456
    Diluted                                39,706            39,438



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FRED Reports First Quarter Results
Page 3
May 20, 2004



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


                                                                                         

                                                           13 Weeks                     13 Weeks
                                                             Ended                        Ended
                                                             May 1,        % of           May 3,        % of
                                                             2004          Total          2003          Total
                                                          -----------    ---------    -----------    ---------
Net sales                                                 $   341,486       100.0%    $   310,689       100.0%
Cost of goods sold                                            244,692        71.7%        222,741        71.7%
                                                          -----------    ---------    -----------    ---------
Gross profit                                                   96,794        28.3%         87,948        28.3%
Selling, general and administrative expenses                   85,311        24.9%         75,971        24.5%
                                                          -----------    ---------    -----------    ---------
Operating income                                               11,483         3.4%         11,977         3.8%
Interest (income)/expense, net                                     62         0.0%             97         0.0%
                                                          -----------    ---------    -----------    ---------
Income before income taxes                                     11,421         3.4%         11,880         3.8%
Provision for income taxes                                      3,997         1.2%          4,023         1.3%
                                                          -----------    ---------    -----------    ---------
Net income                                                $     7,424         2.2%    $     7,857         2.5%
                                                          ===========    =========    ===========    =========
Net income per share:
    Basic                                                 $      0.19                 $      0.20
                                                          ===========                 ===========
    Diluted                                               $      0.19                 $      0.20
                                                          ===========                 ===========
Weighted average shares outstanding:
    Basic                                                      39,060                      38,456
                                                          ===========                 ===========
    Diluted                                                    39,706                      39,438
                                                          ===========                 ===========






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FRED Reports First Quarter Results
Page 4
May 20, 2004


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


                                                                                           

                                                                                  May 1,            May 3,
                                                                                   2004              2003
                                                                              -------------      --------------
ASSETS:
Cash and cash equivalents                                                     $       4,573      $       7,277
Inventories                                                                         263,689            212,480
Receivables and other current assets                                                 26,370             20,646
                                                                              -------------      -------------
    Total current assets                                                            294,632            240,403
Property and equipment, net                                                         139,269            120,665
Other noncurrent assets                                                               4,078              4,745
                                                                              -------------      -------------
    Total assets                                                              $     437,979      $     365,813
                                                                              =============      =============


LIABILITIES AND SHAREHOLDERS' EQUITY:
Accounts payable                                                              $      75,962      $      71,028
Current portion of indebtedness                                                          18                 36
Current portion of capital lease obligation                                             689                676
Accrued expenses                                                                     16,595             15,100
Current deferred tax liability                                                       11,855             10,895
Income taxes                                                                          2,836              2,735
                                                                              -------------      --------------
    Total current liabilities                                                       107,955            100,470

Indebtedness                                                                         21,660                104
Deferred tax liability                                                                6,539              1,503
Capital lease obligations                                                             1,543              2,239
Other noncurrent liabilities                                                          2,507              2,555
                                                                              -------------      -------------
    Total liabilities                                                               140,204            106,871
Shareholders' equity                                                                297,775            258,942
                                                                              -------------      -------------
    Total liabilities and shareholders' equity                                $     437,979      $     365,813
                                                                              =============      =============





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