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 24, 2017 (January 18, 2017)

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 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Amendment and Restatement of Commitment Letter

As previously disclosed, on December 19, 2016, Fred’s, Inc. (the “Company”) entered into (i) a commitment letter with Bank of America, N.A., and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPFS”), and Regions Business Capital, a Division of Regions Bank, providing $1.05 billion of committed financing (the “ABL Commitment Letter”), and (ii) a commitment letter with MLPFS, TPG Specialty Lending Inc., Crystal Financial LLC, Gordon Brothers Finance Company, LLC, Pathlight Capital LLC, Tennenbaum Capital Partners, LLC, and Great American Capital Partners, LLC providing $600 million of committed financing (the “Term Loan Commitment Letter”).  The ABL Commitment Letter and the Term Loan Commitment Letter reflect lenders’ commitments with respect to debt financing to be utilized in connection with funding the Company’s proposed acquisition of 865 stores, certain intellectual property and certain other tangible assets of Rite Aid Corporation.

On January 18, 2017, the Company entered into an amended and restated commitment letter (the “Amended and Restated ABL Commitment Letter”), which replaced and superseded the ABL Commitment Letter.  The Amended and Restated ABL Commitment Letter increases the committed financing contemplated under the ABL Commitment Letter by $150 million to $1.2 billion and the Company notified the lenders under the Term Loan Commitment Letter that it was decreasing the committed financing contemplated under the Term Loan Commitment Letter by $150 million to $450 million.  

The foregoing description of the Amended and Restated ABL Commitment Letter does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amended and Restated ABL Commitment Letter, which will be filed with the U.S. Securities and Exchange Commission (the “SEC”) as an exhibit to the Company’s next periodic report.  

Forward-Looking Statements

Statements about the expected timing, completion and effects of the transactions (collectively, the “Transaction”) contemplated by that certain Asset Purchase Agreement, dated December 19, 2016, by and among the Company, AFAE, LLC, Rite Aid Corporation and Walgreens Boots Alliance, Inc. (the “Asset Purchase Agreement”), the debt commitment letters executed in connection with the Transaction, and all other statements herein and therein, other than historical facts, constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on these forward-looking statements and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements.

All forward-looking statements speak only as of the date hereof and are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause the actual results to differ materially from such forward-looking statements. The Company may not be able to complete the Transaction on the terms described above or other acceptable terms or at all because of a number of factors, including without limitation, the following: (i) the occurrence of any event, change or other circumstances that could give rise to the termination of the Asset Purchase Agreement; (ii) the failure to satisfy the closing conditions set forth in the Asset Purchase Agreement, including receiving the FTC’s approval; (iii) risks related to disruption of management’s attention from the Company’s ongoing business operations due to the Transaction; and (iv) the effect of the announcement of the Transaction on the ability of the parties to retain and hire key personnel, maintain relationships with their customers and suppliers, and maintain their operating results and business generally.

Actual results may differ materially from those indicated by such forward-looking statements. In addition, the forward-looking statements represent the Company’s views as of the date on which such statements were made. The Company anticipates that subsequent events and developments may cause its views to change. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date hereof. Additional factors that may affect the business or financial results of the Company are described in the risk factors included in the Company’s public filings with the SEC, including the Company’s Annual Report on Form 10-K for the fiscal year ended January 30, 2016 and the Company’s subsequently filed periodic reports, which factors are incorporated herein by reference. The Company expressly disclaims a duty to provide updates to forward-looking statements, whether as a result of new information, future events or other occurrences, except as required by law.

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.