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): November 21, 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
                    (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 November 21, 2006, Fred's, Inc. issued a press release announcing
its financial results for the third fiscal quarter and nine-month period ended
October 28, 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 November 21, 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:  November 21, 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 November 21, 2006.