UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                                      
                                 FORM 10-K/A
                               AMENDMENT NO. 1

[ x ]   Annual Report Pursuant to Section 13 OR 15(d) of The Securities
        Exchange Act of 1934 for the Fiscal Year Ended December 31, 1996

OR

[   ]   Transition Report Pursuant to Section 13 OR 15(d) of The Securities
        Exchange Act of 1934

                       Commission File Number: 1-11735

                            99 CENTS ONLY STORES
           (Exact name of registrant as specified in its charter)

     CALIFORNIA                               95-2411605
(State or other jurisdiction      (I.R.S. Employer Identification No.)
    or organization)

                          4000 Union Pacific Avenue
                     City of Commerce, California 90023
                  (Address of Principal executive offices)

     Registrant's telephone number, including area code: (213) 980-8145

                                    NONE
     Former name, address and fiscal year, if changed since last report

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Security Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to
such filing requirements for the last 90 days.

  YES   [x]                                                      NO   [  ]

Indicate by check mark if disclosure of delinquent filers pursuant to item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this form 10-K. [X]

The aggregate market value of Common Stock held by non-affiliates of the
Registrant on March 27,1997 was $95,915,244 based on a $19 5/8 average of the
high and low sales prices for the Common Stock on such date. For purposes of
this computation, all executive officers and directors have been deemed to be
affiliates.  Such determination should not be deemed to be an admission that
such executive officers and directors are, in fact, affiliates of the
Registrant.

Indicate the number of shares outstanding of each of the issuer's classes of
stock as of the latest practicable date.

Common Stock, No Par Value, 14,816,635 Shares as of March 27, 1997

Portions of Part III of this report have been incorporated by reference from
the Company's Proxy Statement for 1997 Annual Shareholders meeting.



                                   Part IV


Item 14.  Exhibits, Financial Statement Schedules and Reports
             on form 8-K

       1  Financial Statements. Reference is made to the Index to the
          Consolidated Financial Statements set forth on page 17 of this Form
          10-K.

       2  Financial Statement Schedules. All Schedules for which provision is
          made in the applicable accounting regulations of the Securities and
          Exchange Commission are included in the Exhibits hereto.

       3  Exhibits. The Exhibits listed on the accompanying Index to Exhibits
          are filed as part of, or incorporated by reference into, this
          report.


                                 SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) Securities Act of 1934,
the Registrant has duly caused this amendment to report Form 10-K to be
signed on its behalf by the undersigned, thereunto duly authorized.


                                   99 Cents Only Stores

DATE: May 5, 1997                  By: /s/Eric Schiffer
                                   Erick Schiffer
                                   Senior Vice President
                                   Finance and Operations