UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                        --------------------------------

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): August 24, 2006

                                   FREDS, INC.
                                   -----------
               (Exact Name of Registrant as Specified in Charter)


                        Commission File Number 001-14565

        Tennessee                                         62-0634010
        ---------                                         ----------
(State or Other Jurisdiction                           (I.R.S. Employer
     of Incorporation)                                Identification No.)

                 4300 New Getwell Road, Memphis, Tennessee 38118
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                    (Address of principal executive offices)


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


                                 Not Applicable
                                 --------------
          (Former Name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))




ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

     On August 24, 2006,  Fred's,  Inc.  issued a press release  announcing  its
financial  results for the second fiscal quarter and six-month period ended July
29,  2006.  A copy of the press  release is  furnished  as Exhibit  99.1 to this
report and is incorporated herein by reference.  The information in this report,
including the exhibit  attached hereto,  is furnished  pursuant to Item 2.02 and
shall not be  deemed  "filed"  for  purposes  of  Section  18 of the  Securities
Exchange Act of 1934, as amended,  or otherwise  subject to the  liabilities  of
that section.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

      (d)   Exhibits.

            99.1    Press Release issued by Fred's, Inc., dated August 24, 2006.



                                   SIGNATURES

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

                                                     FRED'S, INC.
                                                     (Registrant)


Date:  August 24, 2006                     By:  /s/ Jerry A. Shore
                                                --------------------------------
                                                    Jerry A. Shore
                                                    Executive Vice President and
                                                    Chief Financial Officer



                                  EXHIBIT INDEX

Exhibit
Number         Description of Exhibit(s)
- -------        -------------------------

 99.1          Copy of press release issued by Fred's, Inc. on August 24, 2006.