**Exhibit
      99.1**





**AUDIT
      COMMITTEE OF THE BOARD OF DIRECTORS OF**





**99¢
      ONLY STORES**





**PRE-APPROVAL
      POLICY**











I.
            STATEMENT
                OF PRINCIPLES





The
      Audit
      Committee of the Board of Directors (the “Board”) of 99¢ Only Stores (the
“Corporation”) is required to pre-approve the audit and non-audit services
      performed by the independent auditor in order to assure that the provision
      of
      such services does not impair the auditor's independence. Unless a type of
      service to be provided by the independent auditor has received pre-approval
      pursuant to this policy, it will require specific pre-approval by the Audit
      Committee. Any proposed services exceeding pre-approved cost levels will require
      specific pre-approval by the Audit Committee.





The
      term
      of any pre-approval is 12 months from the date of pre-approval, unless the
      Audit
      Committee specifically provides for a different period. The Audit Committee
      will
      periodically review previously pre-approved services, based on subsequent
      determinations.





II.
            DELEGATION





To
      ensure
      prompt handling of unexpected matters, the Audit Committee delegates to the
      Chair of the Audit Committee the authority to amend or modify the list of
      pre-approved non-audit services and fees. The Chair will report action taken
      to
      the Audit Committee at its next scheduled meeting. The Audit Committee may
      also
      delegate pre-approval authority to one or more of its members who shall report
      any pre-approval decisions to the Audit Committee at its next scheduled meeting.
      The Audit Committee does not delegate its responsibilities to pre-approve
      services performed by the independent auditor to management or to the Board
      generally.





III.
            AUDIT
                SERVICES





The
      annual audit services engagement terms and fees will be subject to the specific
      pre-approval of the Audit Committee. The independent auditor will provide the
      Audit Committee with an engagement letter and fee proposal outlining the scope
      and cost of the audit services proposed to be performed during the fiscal year.
      Once agreed to by the Audit Committee, the final engagement letter and fee
      proposal will be formally accepted. The Audit Committee will then approve,
      if
      necessary, any changes in terms, conditions and fees resulting from changes
      in
      audit scope, Corporation structure or other matters.





In
      addition to the annual audit services engagement approved by the Audit
      Committee, the Audit Committee may grant pre-approval for other audit services
      that only the independent auditor reasonably can provide. The Audit Committee
      has pre-approved (i) statutory audits or financial audits for subsidiaries
      or
      affiliates of the Corporation, (ii) services associated with SEC registration
      statements, periodic reports and other documents filed with the SEC or other
      documents issued in connection with securities offerings (e.g., comfort letters,
      consents, etc.), and assistance in responding to SEC comment letters, and (iii)
      consultations by the Corporation’s management as to the accounting or disclosure
      treatment of transactions or events and/or the actual or potential impact of
      final or proposed rules, standards or interpretations by the SEC, FASB or other
      regulatory or standard setting body (other than services that are
“audit-related” services under SEC rules which have been separately
      pre-approved). Other audit services that reasonably could be performed by
      someone other than the independent auditor must be separately pre-approved
      by
      the Audit Committee.





IV.
            AUDIT-RELATED
                SERVICES


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Audit-related
      services are assurance and related services that are reasonably related to
      the
      performance of the audit or review of the Corporation's financial statements
      and
      that are traditionally performed by the independent auditor. The Audit Committee
      believes that the provision of audit-related services does not impair the
      independence of the auditor, and has pre-approved audit-related services related
      to (i) internal control reviews and assistance with internal control
      reporting requirements, (ii) consultations by the Corporation’s management
      as to the accounting or disclosure treatment of transactions or events and/or
      the actual or potential impact of final or proposed rules, standards or
      interpretations by the SEC, FASB or other regulatory or standard setting body
      (other than services that are “audit” services under SEC rules which have been
      separately pre-approved), (iii) attest services not required by statute or
      regulation, and (iv) agreed-upon or expanded audit procedures relating to
      accounting and/or billing records required to respond to or comply with
      financial, accounting or regulatory reporting matters. All other audit-related
      services must be separately pre-approved by the Audit Committee.





V.
            TAX
                SERVICES





It
      is the
      preference of the Audit Committee for tax services such as tax compliance,
      tax
      planning and tax advice to be performed by an accountant other than the
      independent auditor. However, if the Audit Committee believes that the
      independent auditor can provide tax services to the Corporation without
      impairing the auditor's independence, and the Audit Committee desires to retain
      the independent auditor for tax services, those services must be specifically
      pre-approved by the Audit Committee. In no event will the Audit Committee permit
      the retention of the independent auditor in connection with a transaction
      initially recommended by the independent auditor, the purpose of which may
      be
      tax avoidance and the tax treatment of which may not be supported in the
      Internal Revenue Code and related regulations.





VI
            ALL
                OTHER SERVICES





The
      Audit
      Committee may grant pre-approval to those permissible non-audit services
      classified as “all other” services that it believes are routine and recurring
      services, and would not impair the independence of the auditor.





A
      list of
      the SEC's prohibited non-audit services is attached to this policy as Exhibit
      1.
      The SEC's rules and relevant guidance should be consulted to determine the
      precise definitions of these services and the applicability of exceptions to
      certain of the prohibitions.





VII.
            PRE-APPROVAL
                FEE LEVELS





Pre-approval
      fee levels for all services to be provided by the independent auditor will
      be
      established periodically by the Audit Committee. Any proposed services exceeding
      these levels will require specific pre-approval by the Audit Committee. The
      initial pre-approval fee level shall be $30,000.





VIII.
            SUPPORTING
                DOCUMENTATION





With
      respect to each proposed pre-approved service, the independent auditor will
      be
      required to provide detailed back-up documentation, which will be provided
      to
      the Audit Committee, regarding the specific services to be
      provided.





IX.
            PROCEDURES





Except
      for the annual audit services engagement (the procedures for which are set
      forth
      in Section III above), all requests or applications to provide services that
      require separate approval by the Audit Committee will be submitted to the Audit
      Committee by both the independent auditor and the Chief Executive Officer,
      and
      must include a joint statement as to whether, in their view, the request or
      application is permissible under all legal requirements and consistent with
      the
      SEC's rules on auditor independence.




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**EXHIBIT
      1**







**PROHIBITED
      NON-AUDIT SERVICES**





·
            Bookkeeping
                or other services related to the accounting records or financial
                statements of the audit client*





·
            Financial
                information systems design and
                implementation*





·
            Appraisal
                or valuation services, fairness opinions or contribution-in-kind
                reports*





·
            Actuarial
                services*





·
            Internal
                audit outsourcing services*





·
            Management
                functions





·
            Human
                resources





·
            Broker-dealer,
                investment adviser or investment banking
                services





·
            Legal
                services





·
            Expert
                services unrelated to the audit














*
      Provision of these non-audit services may be permitted if it is reasonable
      to
      conclude (without reference to materiality) that the results of these services
      will not be subject to audit procedures during the audit of the Corporation’s
      financial statements.




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