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): January 9, 2014

FRED'S, INC.
(Exact Name of Registrant as Specified in Charter)


Commission File Number 001-14565

(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 5.02.     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
                         Compensatory Arrangements of Certain Officers.

On January 9, 2014, Alan C. Crockett, Executive Vice President and General Merchandise Manager, resigned from those positions.  Crockett is a named executive officer of the Company.

Effective immediately, Fred's Chief Executive Officer Bruce Efird will assume responsibility for managing the Company's merchandising and marketing activities, in addition to overseeing the pharmacy department.  Rick Chambers, Executive Vice President – Pharmacy Operations, will continue to report to Efird.  Jerry Shore, Executive Vice President and Chief Financial Officer, will assume the additional title of Chief Operating Officer and will be responsible for the Company's financial operations, information technology, store operations, distribution services, legal, and human resources.


ITEM 7.01.     Regulation FD Disclosure.

Separately, on January 9, 2014, the Company issued a press release announcing that the Company's Board of Directors has retained BofA Merrill Lynch and Peter J. Solomon Company to review strategic opportunities to enhance shareholder value. 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 under this Item 7.01, including the exhibit attached hereto, is furnished pursuant to Item 7.01 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 January 9, 2014.

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.

EXHIBIT INDEX