EXHIBIT 3.1
                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                              99 CENTS ONLY STORES


                                        I

                        The name of this Corporation is:

                              99 CENTS ONLY STORES

                                       II

The  purpose  of this Corporation is to engage in any lawful act or activity for
which  a  corporation  may  be  organized  under  the General Corporation Law of
California  other  than the banking business, the trust company business, or the
practice  of  a  profession  permitted  to  be  incorporated  by  the California
Corporation  Code.

                                       III

This  Corporation  is  authorized  to  issue  two  classes of shares, designated
"Common  Stock,"  and  "Preferred Stock."  The total number of shares which this
Corporation  is  authorized  to  issue  is 201,000,000.  The number of shares of
Preferred Stock which this Corporation is authorized to issue is 1,000,000.  The
number  of  shares of Common Stock which this Corporation is authorized to issue
is  200,000,000. The Preferred Stock authorized by this Amendment of Articles of
Incorporation  shall  be issued in one or more series. The Board of Directors of
the  Corporation  is  authorized  to determine or alter the rights, preferences,
privileges  and  restrictions granted or imposed upon any wholly unissued series
of  Preferred  Stock,  and  within the limitations or restrictions stated in any
resolution or resolutions of the Board of Directors originally fixing the number
of  shares  constituting  any series, to increase or decrease (but not below the
number  of  shares  of any such series then outstanding) the number of shares of
any  such  series subsequent to the issue of shares of that series, to determine
the  designation and par value of any series and to fix the numbers of shares of
any  series.

                                       IV

(a)  The  liability  of  the  directors of this Corporation for monetary damages
shall  be  eliminated  to  the  fullest extent permissible under California law.

(b)  This  Corporation  is authorized to provide, whether by bylaw, agreement or
otherwise,  for  the indemnification of agents (as defined in Section 317 of the
General Corporation Law of California (the "GCL")) of this Corporation in excess
of  that  expressly  permitted  for  those  agents  by  Section

317  of  the GCL, for breach of duty to this Corporation and its shareholders to
the extent permissible under California law (as now or hereafter in effect).  In
furtherance  and not in limitation of the powers conferred by statute: (i)  this
Corporation  may  purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee or agent of this Corporation, or is serving
at  the request of this Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other  enterprise  (each an "Indemnified Party"), against any liability asserted
against  him  or her and incurred by him or her in any such capacity, or arising
out of his or her status as such, whether or not this Corporation would have the
power  to indemnify against such liability under the provisions of law; and (ii)
this  Corporation  may create a trust fund, grant a security interest and/or use
other  means  (including,  without  limitation,  letters of credit, surety bonds
and/or  other  similar  arrangements), as well as enter into contracts providing
indemnification,  to  the  fullest  extent  authorized  or  permitted by law and
including as part thereof provisions with respect to any or all of the foregoing
to  ensure  the  payment  of  such  amounts  as  may  become necessary to effect
indemnification  as  provided  therein, or elsewhere. No such agreement or other
form  of  indemnification  shall  be  interpreted  as limiting in any manner the
rights  which  such  agents would have to indemnification in the absence of such
bylaw,  agreement  or  other  form  of  indemnification.

(c)  Any  repeal  or modification of the foregoing provisions of this Article IV
by  the shareholders of this Corporation shall not adversely affect any right or
protection of a current or former Indemnified party existing at the time of such
repeal  of  modification.


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                                        V

The  right  of  the  shareholders  of  the Corporation to take action by written
consent  is  hereby  expressly  eliminated.

                                       VI

Cumulative  voting  for  the  election  of directors of the Corporation shall be
eliminated effective upon the date when the Corporation becomes, and for as long
as  the  Corporation  is,  a  "listed corporation" within the meaning of Section
301.5  of  the  GCL.

                                       VII

Amendment  to  Articles  III,  V  and VI of the Amended and Restated Articles of
Incorporation  of  this  Corporation  shall  require  the vote of 66-2/3% of the
issued  and  outstanding  shares  of  stock  voting  as  a  whole.


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