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 SECOND quarter RESULTS


MEMPHIS, Tenn. (August 26, 2004) - Fred's Inc. (NASDAQ/NM:  FRED) today reported
financial  results for the second fiscal quarter and six-month period ended July
31, 2004.

     Net income for the second quarter of 2004 totaled $3.1 million or $0.08 per
diluted share versus $4.4 million or $0.11 per diluted share in the year-earlier
period.  For the first half of 2004,  net income was $10.5  million or $0.27 per
diluted share compared with $12.2 million or $0.31 per diluted share in the same
period last year.

     Retail sales by Company stores for the second quarter of 2004 increased 13%
and total sales for the quarter also rose 13% to $340.9  million  versus  $302.3
million in the same  period  last  year.  On a  comparable  store  basis,  sales
increased  4.2% for the  quarter.  For the first half of 2004,  retail  sales by
Company  stores  increased 12% and total sales for the period rose 11% to $682.3
million  compared with $613.0  million in the  year-earlier  period.  Comparable
store sales for the first six months of 2004 increased 3.2% over the same period
last year.

     Commenting on the results, Michael J. Hayes, Chief Executive Officer, said,
"We were  optimistic  about the good start to the quarter we had in May, only to
be  disappointed  in the  results  for  June and  July - with  apparel  and home
furnishings being the two key sales areas hit the hardest.  The impact of softer
sales,  a shift in our sales mix, and  increased  markdowns,  combined  with the
run-up in transportation expenses due to higher diesel fuel costs, trimmed three
cents from planned  earnings per share - as discussed in our July sales release.
The  unanticipated  factor was a sharp  increase in our quarterly LIFO inflation
index, which resulted in an additional one-cent reduction in earnings per share.

     "As we head into the  third  and  fourth  quarters,  we do so with  guarded
optimism,"  Hayes  added.  "We are seeing  some  strength  in the soft lines and
domestics,  but  continue  to  experience  negative  comparable  sales  in  home
furnishings.  Also,  markdowns will probably remain over plan for the balance of
the year as we continue  to bring  inventory  back in line and as our  customers
remain   focused  on  promotional   opportunities.   We  believe  the  continued
improvement in inventory and store fundamentals will pay off for us as consumers
become more confident in their spending with the approach of the holiday season.
Also, our store expansion program remains on track to add 85 to 90 new stores to
our chain in 2004,  with 46 of those  already  opened in the first  half of this
year"


                                     -MORE-


FRED Reports Second Quarter Results
Page 2
August 26, 2004


     Fred's gross profit for the second quarter was $94.0 million  compared with
$84.9 million in the prior-year period,  representing an increase of 11% for the
period.  Gross margin for the quarter was 27.6% versus 28.1% last year, with the
decline  reflecting a change in product mix toward basic products,  markdowns on
promotional  products,  the impact of  reinstating  double  coupon on Saturdays,
pharmacy LIFO inflation  index  increase,  and increased  freight  costs.  Gross
profit for the first six months of 2004  increased  10% to $190.8  million  from
$172.9 million in the first half of 2003. Gross margin for the 2004 year-to-date
period was 28.0% versus 28.2% in the same period last year.

     Selling, general and administrative expenses for the second quarter of 2004
increased to 26.1% of sales versus 25.9% of sales in the year-earlier period. On
a  year-to-date  basis in 2004,  selling,  general and  administrative  expenses
increased  to 25.6% of sales  compared  with 25.2% of sales in the first half of
2003. The increase in the expenses for the quarter and  year-to-date  period was
attributable to higher store expenses  relative to sales,  insurance  costs, and
utilities and fuel related increases.

     Operating  income  for the  second  quarter  of 2004  declined  26% to $5.0
million from $6.7 million in the year-earlier period.  Operating income was 1.5%
of sales in the second quarter of 2004 compared with 2.2% of sales in the second
quarter of 2003.  Operating  income for the first half of 2004  declined  12% to
$16.5 million from $18.7 million in the prior-year period.  Operating income for
the  first  half of 2004 was 2.4% of sales  compared  with  3.0% of sales in the
first six months of last year.

     Fred's Inc. operates 559 discount general merchandise stores,  including 25
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  5:00 p.m.
Eastern  Time  today  and a replay of the call will be  available  beginning  at
approximately 9:00 p.m. Eastern Time and will run until September 26, 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.


                                     -MORE-


FRED Reports Second Quarter Results
Page 3
August 26, 2004


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


                                                                                                  

                                                                             13 Weeks       13 Weeks
                                                                               Ended          Ended
                                                                             July 31,       August 2,      Percent
                                                                               2004           2003         Change
                                                                           -----------    -----------      --------
Net sales                                                                  $   340,850    $   302,270         12.8%
Operating income                                                           $     4,980    $     6,685        -25.5%
Net income                                                                 $     3,094    $     4,385        -29.4%
Net income per share:
     Basic                                                                 $      0.08    $      0.11        -27.3%
     Diluted                                                               $      0.08    $      0.11        -27.3%
Average shares outstanding:
     Basic                                                                      39,110         38,695
     Diluted                                                                    39,520         39,510


                                                                             26 Weeks       26 Weeks
                                                                               Ended          Ended
                                                                             July 31,       August 2,      Percent
                                                                               2004           2003         Change
                                                                           -----------    -----------      --------
Net sales                                                                  $   682,336    $   612,959         11.3%
Operating income                                                           $    16,463    $    18,662        -11.8%
Net income                                                                 $    10,518    $    12,242        -14.1%
Net income per share:
     Basic                                                                 $      0.27    $      0.32        -15.6%
     Diluted                                                               $      0.27    $      0.31        -12.9%
Average shares outstanding:
     Basic                                                                      39,085         38,569
     Diluted                                                                    39,583         39,328




                                     -MORE-


FRED Reports Second Quarter Results
Page 4
August 26, 2004


                                   FRED'S INC.
                   Unaudited Fiscal 2004Second Quarter Results
                    (in thousands, except per share amounts)

                                                                                                

                                                               13 Weeks                     13 Weeks
                                                                 Ended                        Ended
                                                               July 31,         % of        August 2,       % of
                                                                 2004           Total         2003          Total
                                                              -----------       ------    -----------       -------
Net sales                                                     $   340,850       100.0%    $   302,270        100.0%
Cost of goods sold                                                246,880        72.4%        217,326         71.9%
                                                              -----------       ------    -----------       -------
Gross profit                                                       93,970        27.6%         84,944         28.1%
Selling, general and administrative expenses                       88,990        26.1%         78,259         25.9%
                                                              -----------       ------    -----------       -------
Operating income                                                    4,980         1.5%          6,685          2.2%
Interest expense, net                                                 220         0.1%            100          0.0%
                                                              -----------       ------    -----------       -------
Income before income taxes                                          4,760         1.4%          6,585          2.2%
Provision for income taxes                                          1,666         0.5%          2,200          0.7%
                                                              -----------       ------    -----------       -------
Net income                                                    $     3,094         0.9%    $     4,385          1.5%
                                                              ===========       ======    ===========       =======
Net income per share:
     Basic                                                    $      0.08                 $      0.11
                                                              ===========                 ===========
     Diluted                                                  $      0.08                 $      0.11
                                                              ===========                 ===========
Weighted average shares outstanding:
     Basic                                                         39,110                      38,695
                                                              ===========                 ===========
     Diluted                                                       39,520                      39,510
                                                              ===========                 ===========


                     Unaudited Fiscal 2004 Six-Month Results
                    (in thousands, except per share amounts)

                                                                                                

                                                               26 Weeks                     26 Weeks
                                                                 Ended                        Ended
                                                               July 31,         % of        August 2,       % of
                                                                 2004           Total         2003          Total
                                                              -----------       ------    -----------       -------
Net sales                                                     $   682,336       100.0%    $   612,959        100.0%
Cost of goods sold                                                491,572        72.0%        440,067         71.8%
                                                              -----------       ------    -----------       -------
Gross profit                                                      190,764        28.0%        172,892         28.2%
Selling, general and administrative expenses                      174,301        25.6%        154,230         25.2%
                                                              -----------       ------    -----------       -------
Operating income                                                   16,463         2.4%         18,662          3.0%
Interest expense, net                                                 282         0.1%            197          0.0%
                                                              -----------       ------    -----------       -------
Income before income taxes                                         16,181         2.3%         18,465          3.0%
Provision for income taxes                                          5,663         0.8%          6,223          1.0%
                                                              -----------       ------    -----------       -------
Net income                                                    $    10,518         1.5%    $    12,242          2.0%
                                                              ===========       ======    ===========       =======
Net income per share:
     Basic                                                    $      0.27                 $      0.32
                                                              ===========                 ===========
     Diluted                                                  $      0.27                 $      0.31
                                                              ===========                 ===========
Weighted average shares outstanding:
     Basic                                                         39,085                      38,569
                                                              ===========                 ===========
     Diluted                                                       39,583                      39,328
                                                              ===========                 ===========



                                     -MORE-


FRED Reports Second Quarter Results
Page 5
August 26, 2004

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

                                                                                               

                                                                                      July 31,          August 2,
                                                                                        2004              2003
                                                                                    -------------    --------------
ASSETS:
Cash and cash equivalents                                                           $       5,264    $        2,202
Inventories                                                                               270,767           218,770
Receivables and other current assets                                                       25,073            22,073
                                                                                    -------------    --------------
     Total current assets                                                                 301,104           243,045
Property and equipment, net                                                               143,777           126,837
Other noncurrent assets                                                                     4,410             4,345
                                                                                    -------------    --------------
     Total assets                                                                   $     449,291    $      374,227
                                                                                    =============    ==============


LIABILITIES AND SHAREHOLDERS' EQUITY:
Accounts payable                                                                    $      63,089    $       54,327
Current portion of indebtedness                                                                36                36
Current portion of capital lease obligation                                                   675               705
Accrued expenses & other                                                                   22,631            17,839
Current deferred tax liability                                                             12,219            11,273
Income taxes                                                                                2,984                 0
                                                                                    -------------    --------------
     Total current liabilities                                                            101,634            84,180

Indebtedness                                                                               35,365             8,489
Deferred tax liability                                                                      7,478             7,328
Capital lease obligations                                                                   1,340             2,031
Other noncurrent liabilities                                                                2,607             2,655
                                                                                    -------------    --------------
     Total liabilities                                                                    148,424           104,683
Shareholders' equity                                                                      300,867           269,544
                                                                                    -------------    --------------
     Total liabilities and shareholders' equity                                     $     449,291    $      374,227
                                                                                    =============    ==============


                                     -END-