1



                              UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                     SECURITIES EXCHANGE ACT OF 1934
(Mark One)

    x     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934
               For the Fiscal Year Ended December 31, 1999
                                    Or
    o     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
of Incorporation or Organization)              No.)
   4000 Union Pacific Avenue,                  90023
  City of Commerce, California              (zip code)
 (Address of Principal Executive
            Offices)

    Registrant's telephone number, including area code: (323) 980-8145
       Securities registered pursuant to Section 12(b) of the Act:
            Common Stock, no par value  New York Stock Exchange
     Securities registered pursuant to Section 12(g) of the Act: None

      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 o

      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 28, 2000 was $1,212,268,405 based  on  a  $36.22
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, 33,469,586 Shares as of March 28, 2000

      Portions  of  Part  III  of  this report have  been  incorporated  by
reference   from  the  Company's  Proxy  Statement  for  the  2000   Annual
Shareholders meeting.


                           99 CENTS ONLY STORES
                            Table of Contents



                                                                      Pag
                                                                       e
                                 Part I
Item 1. Business                                                         2
Item 2. Properties                                                      13
Item 3. Legal Proceedings                                               14
Item 4. Submission of Matters to a Vote of Security Holders             14
                                 Part II
Item 5. Market for Registrant's Common Stock and Related Stockholder    14
       Matters
Item 6. Selected Financial Data                                         15
Item 7. Management's Discussion and Analysis of Financial Condition     18
       and Results of Operations
Item 7A.Quantitative and Qualitative Disclosures About Market Risk      30
Item 8. Financial Statements and Supplementary Data                     31
Item 9. Changes in and Disagreements with Accountants on Accounting
       and Financial Disclosure                                        47
                                Part III
Item 10.Directors and Executive Officers of the Registrant              47
Item 11.Executive Compensation                                          47
Item 12.Security Ownership of Certain Beneficial Owners and             47
       Management
Item 13.Certain Relationships and Related Transactions                  47
                                 Part IV
Item 14.Exhibits, Financial Statement Schedules and Reports on Form     47
       8-K


                                  PART I

Item 1. Business

      99  Cents  Only  Stores  (the "Company") is a  leading  deep-discount
retailer  of  name-brand,  consumable general  merchandise.  The  Company's
stores  offer  a wide assortment of regularly available consumer  goods  as
well as a broad variety of first-quality, close-out merchandise. In 1999, a
majority  of the Company's product offerings were comprised of recognizable
name-brand merchandise. The Company provides customers significant value on
their  everyday  household  needs and an exciting  shopping  experience  in
customer-service-oriented  stores  which  are  attractively   merchandised,
brightly  lit and well-maintained. The Company believes that its name-brand
focus,  along  with a product mix emphasizing value-priced food  and  other
everyday  household items, increases the frequency of consumer  visits  and
impulse  purchases  and reduces the Company's exposure to  seasonality  and
economic cycles. The Company believes its format appeals to value-conscious
customers  in  all socio-economic groups and results in a  high  volume  of
sales. The Company's 85 existing 99 Cents Only Stores at March 28, 2000 are
all  located  in  Southern California except for one store located  in  Las
Vegas Nevada, have an average size of approximately 17,900 square feet. The
Company's  99  Cents Only Stores generated average net sales per  estimated
saleable  square  foot  of $332, which the Company believes  is  among  the
highest  in  the deep-discount store industry, and average  net  sales  per
store of $4.4 million for stores open the full year in 1999.

      The Company opened its first 99 Cents Only Store in 1982 and believes
that  it  operates the nation's oldest existing single price point  general
merchandise  chain.  The  Company competes in the  deep-discount  industry,
which  is  one of the fastest growing retail sectors in the United  States.
The  Company significantly increased its rate of store expansion  following
its initial public offering in May 1996, expanding its 99 Cents Only Stores
from  36 stores and 332,100 estimated saleable square feet at December  31,
1995  to  78  stores  and  1,102,369  estimated  saleable  square  feet  at
December  31, 1999, representing a compound annual growth rate ("CAGR")  of
22%  and  35%,  respectively.  The Company  believes  that  its  attractive
store-level economics facilitates its expansion. Historically, all  of  the
Company's 99 Cents Only Stores have been profitable within their first year
of  operation. Including the scheduled opening of the second store  in  Las
Vegas  Nevada on March 30, 2000, the Company will have opened eight  stores
in  the first three months of 2000 and plans to open at least an additional
12  net new stores during the remainder of the year. The Company intends to
continue  its  planned store expansion over the next  several  years  at  a
targeted  growth rate of approximately 25% per year. The Company  estimates
that  the  Southern California market has the potential for about  200,  99
Cents Only Stores.

      The  Company  also  sells merchandise through its  Bargain  Wholesale
division  at  prices  generally below normal  wholesale  levels  to  local,
regional,  and  national  discount,  drug  and  grocery  store  chains  and
independent  retailers,  distributors  and  exporters.  Bargain   Wholesale
complements  the  Company's retail operations by allowing  the  Company  to
purchase  in larger volumes at more favorable pricing, to be exposed  to  a
broader  selection of opportunistic buys and to generate  additional  sales
with   relatively  small  incremental  increases  in  operating   expenses,
contributing  to strong overall operating margins for the Company.  Bargain
Wholesale represented 13.2% of the Company's net sales in 1999.

Industry

      The  Company  participates  primarily  in  the  deep-discount  retail
industry,  with  its  99  Cents  Only  Stores.  Deep  discount  retail   is
distinguished  from other retail formats by the purchase of  close-out  and
other  special-situation merchandise at prices substantially below original
wholesale  cost,  and  the subsequent sale of this  merchandise  at  prices
significantly below regular retail. This results in a continually  changing
selection of specific brands of products. The deep-discount retail industry
is one of the fastest growing retail sectors in the United States.

      The  sale  of close-out or special-situation merchandise develops  in
response to the need of manufacturers, wholesalers and others to distribute
merchandise  outside their normal channels. Close-out or  special-situation
merchandise  becomes  available  for a  variety  of  reasons,  including  a
manufacturer's  over-production, discontinuance due to a change  in  style,
color,  size,  formulation or packaging, the inability to move  merchandise
effectively   through  regular  channels,  reduction  of  excess   seasonal
inventory,  discontinuation of test-marketed items and the financial  needs
of the manufacturer.

      Many  deep-discount  retailers also  sell  merchandise  that  can  be
purchased  from  a manufacturer or wholesaler on a regular basis.  Although
this  merchandise can usually be purchased at less than original  wholesale
and  sold below normal retail, the discount, if any, is generally less than
with   close-out   merchandise.  Deep-discount  retailers  sell   regularly
available  merchandise to ensure a degree of consistency in  their  product
offerings and to establish themselves as a reliable source of basic goods.

Business Strategy

      The Company's goal is to continue to provide significant value to its
customers on a wide variety of consumable merchandise in an exciting  store
environment.  The  Company's strategies to achieve this  goal  include  the
following:

Focus  on  "Name-Brand"  Consumables.  The Company strives  to  exceed  its
customers'  expectations of the range and quality of name-brand  consumable
merchandise  that can be purchased for 99 Cents. During 1999,  the  Company
purchased   merchandise   from   more   than   999   suppliers,   including
Colgate-Palmolive  Company, Cheseborough Ponds, The  Dial  Corp.,  Eveready
Battery  Company  Inc., General Electric Company, Gerber Products  Company,
The Gillette Company, Hershey Foods Corp., Johnson & Johnson, Kraft General
Foods,  Inc.,  Lever Brothers Company, Mattel Inc., The  Mead  Corporation,
Nestle,  The  Pillsbury Company, The Procter & Gamble Company, Revlon  Inc.
and SmithKline Beecham Corporation.
Broad  Selection of Regularly Available Merchandise.  The Company's  retail
stores  offer  consumer  items  in each of  the  following  staple  product
categories: food and beverages, health and beauty aids, household  products
(cleaning  supplies,  paper  goods, etc.), housewares  (glassware,  kitchen
items,  etc.), hardware, stationary and party goods, seasonal  goods,  baby
products and toys, giftware, pet products and clothing. The Company added a
deli  and  frozen  food section in its 99 Cents Only Stores  in  1997.  The
Company  ensures that its merchandise offering is complete by supplementing
its  name-brand  merchandise  with  private-label  items.  By  consistently
offering a wide selection of basic household consumable items, the  Company
encourages customers to shop the stores for their everyday household needs,
leading to a high frequency of customer visits.

Attractively Merchandised and Well-Maintained Stores.  The Company  strives
to   provide   its   customers   an   exciting   shopping   experience   in
customer-service-oriented  stores  which  are  attractively   merchandised,
brightly lit and well-maintained. The Company's stores are merchandised and
laid  out in a "supermarket" format with items in the same category grouped
together. In addition, the shelves are restocked as needed during the  day.
By   offering  merchandise  in  an  attractive,  convenient  and   familiar
environment,  the Company believes its stores appeal to a wide  demographic
of customers.

Strong Long-Term Supplier Relationships.  The Company believes that it  has
developed  a  reputation as a leading purchaser of name-brand, re-orderable
and  close-out merchandise at discount prices through its ability  to  make
immediate buying decisions, experienced buying staff, willingness  to  take
on  large  volume purchases and take possession of merchandise immediately,
ability  to  pay  cash or accept abbreviated credit terms,  reputation  for
prompt  payment,  commitment  to  honor  all  issued  purchase  orders  and
willingness  to purchase goods close to a target season or out  of  season.
The  Company's relationship with its suppliers is further enhanced  by  its
ability  to  minimize  channel  conflict for the  manufacturer  by  quickly
selling  name-brand  merchandise without, if  requested  by  the  supplier,
advertising or wholesaling the item. Additionally, the Company believes its
well-maintained,  attractively merchandised stores have  contributed  to  a
reputation among suppliers for protecting their brand image.

Complementary Bargain Wholesale Operations.  Bargain Wholesale  complements
the  Company's  retail operations by allowing the Company  to  purchase  in
larger  volumes  at  more  favorable pricing to be  exposed  to  a  broader
selection  of  opportunistic  buys and to generate  additional  sales  with
relatively  small incremental increases in operating expenses, contributing
to  strong  overall operating margins for the Company.  Net  sales  in  the
Company's  wholesale  division grew from $30.3 million  in  1995  to  $47.7
million  in  1999,  primarily due to an increased focus on  large  domestic
accounts  and  expansion into new geographic markets.  The  Company  opened
showrooms in New York City in February 1997 and Chicago in February 1998 to
support its Bargain Wholesale operation.

Adherence  to Disciplined Cost Controls and Savvy Purchasing.  The  Company
is  able  to provide its customers with significant value while maintaining
strong operating margins through an adherence to a disciplined cost control
program.  The  Company  purchases merchandise at  substantially  discounted
prices  as  a  result of its buyers' knowledge, experience and  negotiating
ability  and  its established reputation among its suppliers.  The  Company
applies  this  same  approach to its relationships with other  vendors  and
strives to maintain a lean operating environment focused on increasing  net
income.

Focus  on  Larger Stores in Convenient Locations.  The Company's  99  Cents
Only   stores   are   conveniently  located  in   freestanding   buildings,
neighborhood  shopping  centers  (anchored  by  99  Cents  Only  Stores  or
co-anchored  with  a supermarket and/or a drug store) or  downtown  central
business  districts  where consumers are more likely to  do  their  regular
household shopping. The Company's 85 existing 99 Cents Only Stores  average
approximately 17,900 gross square feet. Since January 1, 1996, the  Company
has  opened  49 new stores that average over 20,000 gross square  feet  and
currently  targets  new  store locations between 15,000  and  30,000  gross
square  feet. The Company's larger 99 Cents Only Stores allow  it  to  more
effectively  display a wider assortment of merchandise, carry deeper  stock
positions  and  provide  customers with  a  more  inviting  and  convenient
environment  that  encourages customers to shop longer and  buy  more.  The
Company's  decision to target larger stores reflects higher average  annual
net  sales  per  store  and operating income typically  achieved  by  these
stores.

Experienced Management Team and Depth of Employee Option Grants.  99  Cents
Only  Stores' management team has many years of retail experience  and  has
demonstrated  its  skills  through  a  proven  track  record  of  financial
performance.  The  Company's  management strongly  believes  that  employee
ownership  of the Company's stock helps build employee pride in the  stores
that  significantly  contributes to the success  of  the  Company  and  its
operations.  Accordingly, all members of management of the  Company  (other
than David Gold, the Company's Chief Executive Officer, Howard Gold, Senior
Vice  President of Distribution, Jeff Gold, Senior Vice President  of  Real
Estate and Information Systems, Eric Schiffer, President and Karen Schiffer
Senior  Buyer) and all full-time with tenure of more than six  months  with
the  Company  receive an annual grant of stock options. As of December  31,
1999,  the Company's employees (other than executive officers) held options
to  purchase  an aggregate of 3,075,066 shares, or over 9.0% of  the  fully
diluted shares of Common Stock outstanding.

Growth Strategy

      Management believes that future growth will primarily result from new
store openings facilitated by the following:

Southern California has Significant Potential for Growth.  By continuing to
focus 99 Cents Only Store openings in Southern California for the immediate
future, the Company can leverage its brand awareness in the region and take
advantage  of  its  existing warehouse and distribution facility,  regional
advertising and other management and operating efficiencies. The  Company's
growth  strategy in Southern California will focus on opening locations  in
existing  markets  as  well  as expanding into markets  adjacent  to  those
currently  served. The Company now operates eight 99 Cents Only  Stores  in
San Diego County and one in Las Vegas Nevada. The Company has plans to open
at  least 20 net new 99 Cents Only Stores in 2000 (a net increase of  25%),
all  in  the Southern California and Las Vegas, Nevada area. Including  the
scheduled  opening  of the second store in Las Vegas Nevada  on  March  30,
2000,  the Company will have opened eight stores in the first three  months
of  2000.  The  company plans to open at east an additional 12  new  stores
during  the  remainder of the year. As of March 28, 2000, the  Company  has
secured  sites  for  eight additional store locations  and  has  signed  12
letters  of intent to lease prospective store sites. Generally, the Company
expects  that  at least 50% of the letters of intent will materialize.  The
Company  intends  to  continue its planned store expansion  over  the  next
several years at a targeted rate of approximately 25% per year. The Company
estimates  that the Southern California market has the potential for  about
200, 99 Cents Only Stores.

Portable  Format  Facilitates Geographic Expansion.  The  Company  believes
that  its  concept of consistently offering a broad selection of name-brand
consumables, at value pricing, in a convenient store format is portable  to
most  other  densely populated areas of the country. In November  1999  the
Company  opened  its  first  99  Cents Only Stores  outside  the  state  of
California in Las Vegas Nevada. Subsequently, the store has performed above
Company  expectations  and  has been one of the  Company's  top  performing
stores.

Acquisitions.  The Company considers acquisition opportunities as they  are
presented  to the Company and may make acquisitions of a chain, or  chains,
of clustered retail sites in densely populated regions.


Recent Developments

Universal International. The Company has determined it would be in its best
interest,  and that of its shareholders, to focus its efforts on increasing
the growth rate of 99 Cents Only Stores, which over the past five years has
yielded operating margins averaging 13.4%. In conjunction with this revised
growth  strategy,  the  Company  also has decided  to  sell  its  Universal
subsidiary. Universal operates a multi-price point variety chain,  with  65
stores located in the Midwest, Texas and Upstate New York, under the  trade
names  Only Deals and Odd's-N-End's. There were several other factors which
were  considered  in  making this decision. The Company  had  a  successful
opening  of  its first 99 Cents Only Stores outside the state of California
in  Las  Vegas, Nevada. The Company believes the success of the  Las  Vegas
store  helps to prove that the 99 Cents Only Stores concept is portable  to
areas  outside the State of California. As a result, the Company will focus
greater  management  resources to expand more rapidly in  Nevada  and  into
Arizona.

     Universal  incurred an operating loss of $2.7 million  in  the  fourth
quarter  of 1999 versus a marginal profit of $0.2 million in 1998  and  its
results  were  below  the Company's expectations. Universal's  business  is
seasonal and historically the fourth quarter was relied upon to achieve all
of  its income goals. In the fourth quarter Universal was unable to achieve
historical gross margin goals and sustained inventory markdowns in  efforts
to  generate  sales  volume.  In  addition, Universal  incurred  additional
advertising and distribution costs compared to plan, for the stores located
in  Texas,  New  York  and areas outside the local  distribution  point  of
Minneapolis, Minnesota.

     The  Company  has  adopted a definitive plan to  sell  Universal.  The
Company plans to engage an investment-banking firm to evaluate and identify
potential  buyers for the Universal business. The Company expects  to  sell
Universal  to  a  strategic buyer within one year. The  Company  has  $26.9
million  of net assets of discontinued business at December 31,  1999.  The
value of Universal's net assets at December 31, 1999 includes $30.0 million
in  inventory, net fixed assets of $8.0 million and $2.1 million  of  other
assets offset by $4.2 million of accounts payable and accrued liabilities.

     The  Company's estimated net loss on the disposition of  Universal  of
$9.0  million, includes the estimated net realizable value of the business,
net of estimated disposal costs and the estimated loss of $1.2 million from
the  results of operation for Universal to the disposal date reduced  by  a
tax  benefit of $2.6 million. This $9.0 million estimated net loss  on  the
disposition of Universal has also been offset against the net assets of the
discontinued business.

Retail Operations

      The  Company's  retail stores offer customers a  wide  assortment  of
regularly  available  consumer  goods,  as  well  as  a  broad  variety  of
first-quality,  close-out merchandise, generally at a significant  discount
from  normal  retail. All merchandise sold in the Company's 99  Cents  Only
Stores  retail stores sells for 99 cents per item or two or more items  for
99  cents. The Company strives to exceed its customers' expectations of the
range  and quality of name-brand consumables that can be purchased  for  99
cents.












The  following  table sets forth relevant information with respect  to  the
growth  of  the Company's existing 99 Cents Only Stores operations  (dollar
amounts in thousands, except sales per square foot):

                              Year Ended December 31,
                       1995    1996    1997    1998    1999


99 Cents Only Stores
net retail sales       $121,9  $143,1  $186,0 $238,8  $312,30
                           98      63      24     68        6
99 Cents Only Stores
annual net sales
growth rate             10.2%   17.3%   29.9%  28.4%    30.7%
99 Cents Only Stores
store count at
beginning of year          34      36      43     53       64
New stores                   4       8      10     13       18
Stores closed             2(a)    1(a)       -   2(a)     4(a)
Total store count at
year end                   36      43      53     64       78
Average 99 Cents Only
Stores net sales per
store open the full
year(b)                $3,467  $3,667  $3,750 $4,147   $4,433
Estimated saleable
square footage at
year end for 99 Cents  332,10  455,20  631,50 822,90  1,102,3
Only Stores                 0       0       0      0       69
Average net sales per
estimated saleable
square foot(b)           $397    $389    $354   $335     $332
Change in comparable 99
Cents Only Stores net
sales(c)               (0.2)%    2.8%    1.5%   4.3%     6.1%


(a)  Stores closed due to relocation to a larger nearby site.

(b)  For stores open for the entire fiscal year for 99 Cents Only Stores.

(c)  99  Cents Only Stores for the years 1995 and 1996 change in comparable
     stores  net  sales, compares net sales for stores open for the  entire
     two  years. Commencing in 1997, change in comparable stores net  sales
     compares net sales for all stores open at least 15 months.

Merchandising.   All  of  the Company's stores offer  a  broad  variety  of
first-quality, name-brand and other close-out merchandise as well as a wide
assortment of regularly available consumer goods. The Company also  carries
a line of private label consumer products made exclusively for the Company.
The  Company believes that the success of its 99 Cents Only Stores  concept
arises from the value inherent in selling primarily name-brand consumables,
most of which retail elsewhere from $1.20 to $10.00, for only 99 cents  per
item  or  group  of items. Each store typically carries over five  thousand
different  stock keeping units (SKU). The merchandise sold in the Company's
stores  primarily  consists  of  a wide variety  of  basic  consumer  items
including beverages and food, health and beauty aids and household products
(cleaning  supplies, paper goods, etc.). The stores also  carry  housewares
(glassware,  kitchen items, etc.), hardware, stationary  and  party  goods,
seasonal,  baby products and toys, giftware, pet products and clothing.  In
1997,  the  Company added a deli and frozen foods section to  substantially
all 99 Cents Only Stores.


      While each of the Company's stores regularly carry a variety of basic
household  consumer items, the stores differ from typical  discount  retail
stores   in  that  they  do  not  continuously  stock  complete  lines   of
merchandise.  Although  a  majority of the  merchandise  purchased  by  the
Company is available for reorder, the mix of specific brands of merchandise
frequently changes, depending upon the availability of close-out and  other
special-situation  merchandise at suitable  prices.  Since  commencing  its
close-out  purchasing  strategy in 1976, the Company  has  not  experienced
difficulty  in  obtaining  name-brand close-outs as  well  as  re-orderable
merchandise  at  attractive prices. Management believes  that  continuously
changing specific name-brands found in its stores from one week to the next
encourages  impulse  and  larger  volume purchases,  results  in  customers
shopping  more frequently and helps to create a sense of urgency, awareness
and  excitement. Unlike many discount retailers, the Company rarely imposes
limitations  on the quantity of specific items that may be purchased  by  a
single consumer.

      The  Company targets value-conscious consumers from a wide  range  of
socio-economic   backgrounds  with  diverse  demographic   characteristics.
Purchases  are by cash, credit or debit card. The Company's stores  do  not
accept  checks  or manufacturers' coupons. The Company's  stores  are  open
every day (except Christmas Day) with opening hours designated to meet  the
needs of family consumers. The Company advertises that its stores are  open
"9:00 a.m. to 9:00 p.m., 9 days a week!."

Store  Size,  Layout and Locations.  As of March 28, 2000 the Company's  85
existing 99 Cents Only Stores are all located in Southern California except
for  one store located in Las Vegas, Nevada, and average over 17,900  gross
square  feet. Since January 1, 1996, the Company has opened 49  new  stores
(including  one  in 1996, two in 1998 and four in 1999) that  average  over
20,000  gross square feet and currently targets new store locations between
15,000  and  30,000 gross square feet. The Company's larger 99  Cents  Only
Stores  allow  it  to  more  effectively  display  a  wider  assortment  of
merchandise, carry deeper stock positions and provide customers with a more
inviting  and  convenient  environment that encourages  customers  to  shop
longer  and  buy  more.  The Company's decision  to  target  larger  stores
reflects  higher average annual store revenues typically achieved by  these
stores.

       The  Company's  stores  are  conveniently  located  in  freestanding
buildings, neighborhood shopping centers (anchored by 99 Cents Only Stores,
a  supermarket and/or a drug store) or downtown central business  districts
where consumers are more likely to do their regular household shopping. The
stores  are  located  primarily in more densely populated,  demographically
diverse  neighborhoods. The Company's 85 existing 99 Cents Only Stores  are
located in California and Nevada: 84 in six counties in Southern California
and one in Las Vegas, Nevada.

      The  Company's  stores are attractively merchandised,  brightly  lit,
well-maintained,  "destination"  locations.  The  layout  of  each  of  the
Company's stores is customized to the actual size and configuration of  the
individual  location. The interior of each store is, however,  designed  to
reflect  a  uniform  format, featuring attractively displayed  products  in
windows, consistent merchandise display techniques, bright lighting,  lower
shelving  height that allows unobstructed visibility throughout the  store,
distinctive  color  scheme, interior and exterior  signage  and  customized
check-out  counters, floors, price tags, shopping carts and shopping  bags.
The  Company  emphasizes a strong visual presentation in  all  key  traffic
areas  of  the store. Merchandising displays are maintained throughout  the
day,  change frequently and often incorporate seasonal themes. The  Company
believes  that  due  to  the continuously changing brand-names,  the  lower
shelving  height  and the absence of aisle description signs,  the  typical
customer tends to shop the whole store.







     The Company leases 77 of its 85 99 Cents Only Stores retail locations.
The  Company typically seeks leases with an initial five to ten  year  term
with  one or more five year options. See "Item 2. Properties." The  Company
identifies  potential  sites  through a  network  of  contacts  within  the
brokerage  and  real estate communities, information provided  by  vendors,
customers  and  employees and through the efforts  of  the  Company's  real
estate  department. Most leases have renewal options ranging from three  to
ten years.

      As part of its strategy to expand retail operations, the Company has,
at times, opened new stores in close proximity to existing stores where the
Company determined that the trade area could support a larger facility.  In
some  of these situations, the Company retained its existing store so  long
as  it  continued  to contribute store-level operating income.  While  this
strategy  was  designed  to  increase revenues  and  store-level  operating
income, it has had a negative effect on comparable stores net sales as some
customers  migrated  from  the existing store to the  close-by  larger  new
store.  Except  for nine relocations to a larger stores,  the  Company  has
never closed one of its 99 Cents Only Stores.

Store Management.  Substantially all merchandise decisions with respect  to
pricing and advertising are made at the Company's headquarters. The Company
employs  16  district  managers  responsible  for  store  operations.  Each
district manager is responsible for up to seven stores. Reporting  to  each
district  manager  is  one merchandising supervisor responsible  for  store
merchandising  in  that district. The store managers  also  report  to  the
district  manager. These district managers are supervised by the  Company's
Vice President of Retail Operations. District managers visit each store  in
their district at least twice a week and focus on the implementation of the
Company's  policies,  operations  and  merchandising  philosophy.  District
managers also help train store management and assist store management  with
scheduling.  The  Vice  President of Retail Operations  also  supervises  a
cashiers' training school and store management training classes located  at
the Company's corporate offices. Each merchandising supervisor and his crew
(usually  six to ten experienced stock people) visit each of the stores  at
least  once a week and help the store managers to maintain and improve  the
appearance  of  the  sales floor, move merchandise sections,  organize  the
stockroom  and  train store personnel. Typically the Company's  stores  are
staffed  with a manager and two or three assistant managers. Store managers
are  responsible for assessing their respective store's stocking needs  and
ordering accordingly.

Advertising.  Advertising expenditures were $2.0 million, $2.4 million  and
$2.4  million for 1997, 1998 and 1999, respectively, or 0.9%, 0.8% and 0.7%
of net sales, respectively. The Company manages its advertising without the
assistance of an outside agency. The Company allocates the majority of  its
advertising  budget  to  newspaper  and radio  advertising.  The  Company's
advertising  strategy  emphasizes the offering  of  nationally  recognized,
name-brand  merchandise at significant savings. The Company  minimizes  its
advertising  expenditures by an efficient implementation of its advertising
program   combined  with  word-of-mouth  publicity,  locations  with   good
visibility  and  efficient  signage. Because of the  Company's  distinctive
grand  opening  promotional  campaign, which  includes  the  sale  of  nine
televisions  for 99 cents each and nine microwave ovens for 99 cents  each,
grand  openings  often attract long lines of customers  and  receive  media
coverage.  The  Company  believes that one of  its  biggest  challenges  is
attracting affluent customers to shop its stores. The Company also  uses  a
direct  mail campaign for new customers who are homeowners in more  upscale
neighborhoods.  The  Company believes the direct  mail  campaign  has  been
successful in attracting new customers.

Bargain Wholesale

      In  1999,  Bargain Wholesale sold merchandise to over 999  customers,
including  other  wholesalers, small local retailers,  large  regional  and
national retailers and exporters. During 1999, no single customer accounted
for  more  than 4% of Bargain Wholesale's net sales. The Company advertises
its  wholesale operations primarily through direct mail. The Company  plans
to  continue to expand its wholesale operations by continuing its focus  on
the  needs of large domestic and international accounts, expansion into new
geographic  markets,  increasing its marketing  and  promotional  programs,
increasing the number of trade shows at which it exhibits, focusing on  its
showrooms  in  Chicago  and New York City, enhancing customer  service  and
aggressively  contacting  its customers on a more  frequent  basis  through
telephone, facsimile and mail.

      The Company's wholesale product line is substantially similar to  its
retail  product line, although the Company has seen strong  growth  in  re-
orderable  and  private label merchandise within its wholesale  operations.
Bargain Wholesale has had success with a program to provide merchandise for
the "dollar" promotional aisles of certain supermarkets and drugstores. The
Company offers 15-day payment terms to its Bargain Wholesale customers  who
meet  the  Company's  credit standards. Customers located  abroad,  certain
smaller  customers or others who do not meet the Company's credit standards
must pay cash upon pickup or before shipment of merchandise.

      Bargain  Wholesale  complements the Company's  retail  operations  by
allowing  the  Company  to  purchase in larger volumes  at  more  favorable
pricing, to be exposed to a broader selection of opportunistic buys and  to
generate  additional net sales with relatively small incremental  increases
in  operating  expenses  contributing to strong  overall  margins  for  the
Company. Bargain Wholesale also allows the Company to purchase goods  which
it  would not otherwise purchase for distribution through its 99 Cents Only
Stores  and  provides the Company with a channel by which it may distribute
merchandise at prices other than 99 Cents.

     Bargain Wholesale conducts its wholesale operations through its 15,000
square  foot  product  showroom  located at  the  Company's  warehouse  and
distribution facility. The Company's showrooms in New York and Chicago also
continue to support Bargain Wholesale's operations.

Purchasing

      The  Company's purchasing department staff consists of twelve  buyers
managed by the Company's Vice President of Purchasing. The Company's  Chief
Executive Officer also participates in the Company's purchasing activities.
The  Company's  buyers  purchase  for 99  Cents  Only  Stores  and  Bargain
Wholesale.  The  Company  believes a primary  factor  contributing  to  its
success  is its ability to identify and take advantage of opportunities  to
purchase  merchandise  with high customer interest at  lower  than  regular
wholesale  prices.  The Company purchases most of its merchandise  directly
from  the manufacturer. The Company's other sources of merchandise  include
wholesalers,  manufacturers' representatives, importers, barter  companies,
auctions,  professional finders and other retailers. The  Company  develops
new  sources  of merchandise primarily by attending industry  trade  shows,
advertising, marketing brochures and referrals.

       The  Company  has  no  continuing  contracts  for  the  purchase  of
merchandise and must continuously seek out buying opportunities  from  both
its  existing  suppliers and new sources. No single supplier accounted  for
more  than  2% of the Company's total purchases in 1999. During  1999,  the
Company  purchased  merchandise  from more than  999  suppliers,  including
Colgate-Palmolive  Company, Cheseborough Ponds, The  Dial  Corp.,  Eveready
Battery  Company  Inc., General Electric Company, Gerber Products  Company,
The Gillette Company, Hershey Foods Corp., Johnson & Johnson, Kraft General
Foods  Inc.,  Lever  Brothers Company, Mattel Inc., The  Mead  Corporation,
Nestle,  The  Pillsbury Company, The Procter & Gamble Company, Revlon  Inc.
and  SmithKline  Beecham  Corporation. Many of these  companies  have  been
supplying products for the Company in excess of ten years.

      A  significant portion of the merchandise purchased by the Company in
1999  was  close-out  or  special-situation merchandise.  The  Company  has
developed  strong  relationships with many manufacturers  and  distributors
that  recognize  that  their special-situation  merchandise  can  be  moved
quickly  through the Company's retail and wholesale distribution  channels.
The sale of close-out or special-situation merchandise develops in response
to  the  need  of  manufacturers,  wholesalers  and  others  to  distribute
merchandise  outside  their normal channels. The  Company's  buyers  search
continuously  for  close-out opportunities. The  Company's  experience  and
expertise  in  buying  merchandise has enabled it to develop  relationships
with  many  manufacturers that often offer some or all of  their  close-out
merchandise  to  the Company prior to attempting to sell it  through  other
channels.  The  key  elements to these supplier relationships  include  the
Company's  (i)  ability to make immediate buy decisions,  (ii)  experienced
buying staff, (iii) willingness to take on large volume purchases and  take
possession of merchandise immediately, (iv) ability to pay cash  or  accept
abbreviated   credit   terms,   (v)   reputation   for   prompt    payment,
(vi)  commitment to honor all issued purchase orders and (vii)  willingness
to  purchase goods close to a target season or out of season. The Company's
relationship  with  its suppliers is further enhanced  by  its  ability  to
minimize   channel  conflict  for  the  manufacturer  by  quickly   selling
name-brand  merchandise without, if requested by the supplier,  advertising
or  wholesaling the item. The Company believes this reputation, along  with
its well-maintained, attractively merchandised stores have contributed to a
reputation among suppliers for protecting their brand image.

      In  1999,  re-orderable merchandise accounted for a majority  of  the
Company's   purchases.  The  Company's  strong  relationships   with   many
manufacturers and distributors, along with its ability to purchase in large
volumes, also enable the Company to purchase re-orderable name-brand  goods
at  discounted wholesale prices. The Company focuses its purchases  of  re-
orderable merchandise on a limited number of SKUs, which allows the Company
to make purchases in large volumes.

      The  Company  is continuously developing new private  label  consumer
products  to  broaden  the assortment of merchandise that  is  consistently
available.  The  Company  also  has  an  in-house  import  operation  which
primarily purchases re-orderable merchandise. The Company imports  products
mainly  from  Southeast Asia. Merchandise directly imported by the  Company
accounted for approximately 6% of total merchandise purchased in 1999.  The
Company  primarily imports merchandise in product categories which are  not
brand  sensitive  to  consumers such as kitchen  items,  housewares,  toys,
seasonal products, petcare and hardware.

Warehousing and Distribution

      The  Company maintains an 880,000 square foot, single level warehouse
and distribution facility located on approximately 23 acres in the City  of
Commerce, California. The Company's headquarters are also located  in  this
facility.  The  site  is located near downtown Los Angeles  and  has  close
access to the Southern California freeway and rail systems and the ports of
Los Angeles and Long Beach. Most of the Company's merchandise is shipped by
truck  directly  from manufacturers and other suppliers  to  the  Company's
warehouse  and distribution facility. As part of its distribution  network,
the  Company  owns  a  fleet  of 36 tractors and  55  trailers,  which  are
primarily  used to deliver merchandise to its stores. Full truck deliveries
are made from its distribution center to each store typically four times  a
week.  Product  is delivered to a store the day after the  store  places  a
scheduled  order. Most of the merchandise is requested by the store  (i.e.,
ordered  by  the  store  manager) as opposed to  being  determined  by  the
distribution  center  (i.e.,  sent by order of the  Company's  distribution
personnel).  The  Company attempts to optimally  utilize  its  fleet  by  a
combination  of  filling  outbound trucks to  capacity  and  instituting  a
backhaul  program  whereby  products  are  picked  up  from  suppliers   in
conjunction  with deliveries to stores in the same general area.  Backhauls
accounted  for  approximately  half of all merchandise  picked  up  by  the
Company's trucks. The Company also uses its own vehicles to pick up certain
shipments at local ports and rail yards. The Company is currently seeking a
satellite warehouse for storage of excess one-time close-out purchases  and
seasonal  or holiday items. However, the Company believes that its  current
warehouse and distribution facility will be able to support distribution to
approximately 200 additional stores in Southern California. There can be no
assurance  that  the  Company's existing warehouse  will  provide  adequate
storage space for the Company's long-term storage needs.
Information Systems

     The Company's business is currently supported by a standard accounting
and  financial  reporting system utilizing a PC-based  local  area  network
(LAN)  and  a  separate customized inventory control system. The  Company's
inventory  management  system  is  being  upgraded  to  incorporate   radio
frequency  (RF) technology to track all inventory received at the Company's
distribution  center. This will enable management to improve receiving  and
picking  efficiency  as  well  as improving replenishment  of  re-orderable
items.  The  receiving module of this RF system will be  installed  in  the
second  quarter of 2000. A new store ordering system was installed in  1999
that  utilizes  a  hand held scanning device. This system is  a  customized
system  and has improved the overall order processing turn around  time  as
well  as reducing out of stock at the stores. This system is processed from
the back office PC system at the individual retail stores. The Company will
also install a Wide Area Network (WAN) during the second quarter of 2000 to
improve  voice and data communications among the stores, the warehouse  and
the administrative functions. Among other things, the WAN will help improve
response  time for credit card authorization, store level inventory  review
and  shipping notification. Other upcoming initiatives include a pilot test
of  point-of-sale technology to determine the feasibility  of  Company-wide
roll  out.  This one store test will take place sometime during the  latter
half of 2000.

      The Company's Information Systems staff is comprised of 12 employees.
The  Company believes that its management information systems and inventory
control systems along with the initiatives indicated above will be adequate
to  support the Company's current needs. The Company intends to continue to
enhance its systems to support its future planned store growth and to  take
advantage of new proven technology.

Competition

     The Company faces competition in both the acquisition of inventory and
sale  of merchandise from other wholesalers, discount stores, single  price
point  merchandisers, mass merchandisers, food markets, drug  chains,  club
stores  and  other  retailers. Industry competitors also  include  a  large
number of privately held companies and individuals. In some instances these
competitors are also customers of the Company's Bargain Wholesale division.
There  is  increasing  competition with other  wholesalers  and  retailers,
including  other  deep-discount retailers,  for  the  purchase  of  quality
close-out   and   other  special-situation  merchandise.  Some   of   these
competitors have substantially greater financial resources and buying power
than  the  Company. The Company's ability to compete will  depend  on  many
factors  including  the  success  of  its  purchase  and  resale  of   such
merchandise  at  lower prices than the competition. The  Company  may  face
intense  competition in the future from new entrants in  the  deep-discount
retail  industry, among others, that could have an adverse  effect  on  the
Company's business and results of operations.

Employees

      At  December 31, 1999, the Company had 3,222 employees: 2,805 in  its
retail  operation, 272 in its warehouse and distribution facility,  129  in
its  corporate  offices  and  16 in its wholesale  division.  None  of  the
Company's  employees  is  party to a collective bargaining  agreement.  The
Company  considers  relations with its employees to be  good.  The  Company
offers certain benefits, including health insurance, 401(k) benefits to its
full  time  employees  and  an executive deferred  compensation  plan.  All
members  of management of the Company (other than David Gold, the Company's
Chief   Executive   Officer,  Howard  Gold,  Senior   Vice   President   of
Distribution,  Jeff  Gold,  Senior  Vice  President  of  Real  Estate   and
Information  Systems, Eric Schiffer, President and Karen  Schiffer,  Senior
Buyer)  and  all full-time employees, with tenure of more than  six  months
with the Company receive an annual grant of stock options.




Trademarks and Service Marks

     "99 Cents Only Stores", and "99 Cents" are registered service marks of
the Company and are listed on the United States Patent and Trademark Office
Principal  Register.  "Bargain Wholesale" is a service  mark  used  by  the
Company.  Management believes that the Company's trademarks, service  marks
and  trade names are an important but not critical element of the Company's
merchandising strategy.

Environmental Matters

      Under  various  federal,  state  and  local  environmental  laws  and
regulations,  a current or previous owner or occupant of real property  may
become  liable  for  the  costs  of removal  or  remediation  of  hazardous
substances  at such real property. Such laws and regulations  often  impose
liability without regard to fault. As of March 28, 2000, the Company leased
77  of  its 85 existing 99 Cents Only Stores, as well as its warehouse  and
distribution  facilities  (where its executive offices  are  located).  The
Company  currently intends to exercise an option to purchase the  warehouse
and  distribution facility in Commerce, California, in December  2000,  the
end  of  the  lease term. In connection with such properties,  the  Company
could  be  held  liable for the costs of remedial actions with  respect  to
hazardous  substances.  In addition, the Company operates  one  underground
diesel storage tank and one above-ground propane tank at its warehouse  and
distribution facility. Although the Company has not been notified  of,  and
is  not  otherwise aware of, any specific current environmental  liability,
claim  or  non-compliance, there can be no assurance that the Company  will
not  be  required  to  incur redemption or other costs  in  the  future  in
connection with its leased properties or its storage tanks or otherwise. In
the  ordinary course of its business, the Company from time to time handles
or disposes of ordinary household products that are classified as hazardous
materials  under  various federal, state and local environmental  laws  and
regulations.  The Company has adopted policies regarding the  handling  and
disposal  of  these  products, and has implemented a training  program  for
employees  on  hazardous material handling and disposal. There  can  be  no
assurance,  however, that such policies or training will be  successful  in
assisting  the  Company  in avoiding violations of environmental  laws  and
regulations relating to the handling and disposal of such products  in  the
future.

Item 2. Properties

     As of March 28, 2000, the Company leased 77 of its 85 store locations.
The  Company  currently  leases  12  store  locations  and  a  parking  lot
associated  with  one of these stores from David Gold, the Company's  Chief
Executive Officer and certain members of his Family.

      Management  believes  that  the Company's stable  operating  history,
excellent  credit  history  and  ability to generate  substantial  customer
traffic give the Company significant leverage when negotiating lease terms.
Most  of  the Company's leases provide for fixed rents, subject to periodic
adjustments. Certain of the Company's store leases contain provisions  that
grant the Company a right of first refusal to acquire the subject site.

      The  following  table  sets forth, as of the  date  of  this  filing,
information  relating  to  the expiration dates of  the  Company's  current
retail stores leases assuming the exercise of all options to extend:

Expiri Expirin  Expirin  Expiring
  ng      g        g       2006
 2000  2001-20  2003-20 and Beyond
          02      05

 1(a)     -        4        72


(a)  An older smaller store leased on a month to month basis.

      The Company has purchased eight locations, one opened in 1996, two in
1997, one in 1998, three in 1999 and one already existing store (Pico #13).
The Company may also purchase other locations in the future.

      The  Company  leases its warehouse and distribution  facilities.  The
Company's  executive  offices are also located in  the  City  of  Commerce,
California  facility. In December 1993, the Company entered  into  a  seven
year, triple net lease agreement with a purchase option, which is accounted
for   on  the  Company's  financial  statements  as  a  capitalized   lease
obligation.  The  lease  included the Company's initial  payment  of  $2.75
million  and eighty-four monthly payments of $70,000. As part of the  lease
agreement, the Company received $500,000 in 1993 and $1.0 million  in  1994
to  apply  to renovation costs. The facility's fire prevention and lighting
systems  were  completely  upgraded. A state-of-the-art  sprinkler  system,
hundreds of new smoke-vents (skylights) and energy efficient lighting  with
motion detectors were installed. The Company has the option to purchase the
property  for  $10.5  million  at the end of  the  lease  and  the  Company
currently intends to exercise the option in the fourth quarter of 2000.  If
the  Company  does not exercise the purchase option, the  Company  will  be
subject to a $7.6 million penalty.

Item 3. Legal Proceedings

      The Company is periodically subject to legal actions, which arise  in
the  ordinary course of its business. The Company does not believe that any
pending  action  is  materially adverse to its  results  of  operations  or
financial condition.

Item 4. Submission of Matters to a Vote of Security Holders

     None.

                                 PART II


Item  5.  Market  for  Registrant's Common Equity and  Related  Stockholder
Matters

      The  Common Stock is traded on the New York Stock Exchange under  the
symbol  "NDN."  The  following table sets forth, for the  calendar  periods
indicated, the high and low closing prices per share of the Common Stock as
reported  by the New York Stock Exchange. The Common Stock was not publicly
traded prior to the Company's initial public offering on May 23, 1996.  All
stock  prices  have been restated to reflect a four-for-three  stock  split
effected in the form of stock dividend paid on February 9, 2000.

                                                       Price Range
                                                        High   Low

1998:
   First Quarter                                           $23.7 $16.2
                                                            1     0
   Second Quarter                                          26.00 20.37
   Third Quarter                                           28.09 21.08
   Fourth Quarter                                          36.86 22.06
1999:
   First Quarter                                           $36.8 $29.8
                                                            8     1
   Second Quarter                                          37.63 30.75
   Third Quarter                                           38.19 25.81
   Fourth Quarter                                          28.69 18.88
2000:
   First Quarter through March 28, 2000                    37.00 23.25

      The closing price as reported on March 28, 2000 on the New York Stock
Exchange  is set forth on the cover page of this Form 10K. As of March  28,
2000,  the  Company had approximately 10,924 holders of  the  Common  Stock
including 489 shareholders of record.

     The Company has not paid any cash dividends with respect to the Common
Stock.  The Company presently intends to retain future earnings to  finance
its development and expansion and therefore does not anticipate the payment
of  any  cash  dividends  in  the foreseeable  future.  Payment  of  future
dividends,   if  any,  will  depend  upon  future  earnings   and   capital
requirements of the Company and other factors, which the Board of Directors
considers appropriate.

Item 6. Selected Financial Data

      The  following table sets forth selected financial and operating data
of  the Company for the periods indicated. The following selected statement
of  operations  data for each of the three years ended December  31,  1997,
1998, and 1999, and the balance sheet data as of December 31, 1998 and 1999
are  derived  from the financial statements and the notes thereto  included
elsewhere  herein  audited  by  Arthur  Andersen  LLP,  independent  public
accountants,  as set forth in their report also included elsewhere  herein.
The  selected statements of operations data for the year ended December 31,
1995 and 1996, and the balance sheet data as of December 31, 1995, 1996 and
1997  are derived from financial statements audited by Arthur Andersen  LLP
not   included  herein.  The  following  information  should  be  read   in
conjunction  with  "Management's  Discussion  and  Analysis  of   Financial
Condition  and Results of Operations" and the Financial Statements  of  the
Company and notes thereto included elsewhere in this report.

                                       Year Ended December 31,
                              1995     1996      1997     1998     1999
                             (Amounts in thousands, except per share and
                                           operating data)
Statement of Operations Data:
Net sales:
   99 Cents Only Stores        $121,998  $143,163 $186,024 $238,868 $312,306
   Other retail sales(a)            492         -        -        -        -
   Bargain Wholesale(h)          30,337    40,480   44,831   53,202   47,652


         Total                     152,827   183,643  230,855  292,070  359,958
Cost of sales                 102,160   120,922  146,797  183,044  218,496

Gross profit                   50,667    62,721   84,058  109,026  141,462
Selling, general and
administrative expenses:
   Operating expenses            32,169    37,683   49,850   62,424   80,089
   Depreciation and               1,640     2,009    2,989    4,506    5,927
amortization


         Total operating expenses   33,809    39,692   52,839   66,930   86,016


Operating income               16,858    23,029   31,219   42,096   55,446
Interest (income) expense,        755     (126)    (855)  (1,428)  (1,059)
net


Income from continuing
operations before provision
for income taxes              16,103    23,155   32,074   43,524   56,505
Provision for income
taxes(b):
   Pro forma                      6,509     9,453        -        -        -


   Historical                       156     2,418   13,124   17,032   22,367


Income from continuing
   Operations(b):
   Pro forma                      9,594    13,702        -        -        -



   Historical                    15,947    20,737   18,950   26,492   34,138










                      (Continued from previous page)

                                        Year Ended December 31,
                               1995     1996      1997     1998     1999
                              (Amounts in thousands, except per share and
                                           operating data)
Income(loss) from
discontinued operation net
of income tax provision of
$910 and income tax benefit        -         -        -      201  (3,167)
of $2,111.........
Loss from disposal of
discontinued operation
including a provision of
$1,200 for operating losses
during the phase-out
period, net of income tax          -         -        -        -  (9,000)
benefit of $2,613.........

Net income                      $15,947   $20,737  $18,950  $26,693  $21,971

Earnings per common share
from     continuing
operations (b)(g):
   Pro forma-Basic                $0.46     $0.51        -        -        -
   Pro forma-Diluted              $0.46     $0.47        -        -        -
   Historical-Basic               $0.77     $0.77    $0.61    $0.82    $1.03
   Historical-Diluted             $0.77     $0.71    $0.61    $0.81    $1.00
Earnings (loss) per common
share   from discontinued
operations(b)(g):
   Historical-Basic                   -         -        -    $0.01  ($0.10)
   Historical-Diluted                 -         -        -    $0.01  ($0.09)
Earnings (loss) per common
share   from disposal of
discontinued
operations(b)(g):
   Historical-Basic                   -         -        -        -  ($0.27)
   Historical-Diluted                 -         -        -        -  ($0.26)
Earnings per common share
(b)(g):
   Pro forma-Basic                $0.46     $0.51        -        -        -
   Pro forma-Diluted              $0.46     $0.47        -        -        -
   Historical-Basic               $0.77     $0.77    $0.61    $0.83    $0.66
   Historical-Diluted             $0.77     $0.71    $0.61    $0.82    $0.65
Weighted average number of
common shares outstanding:
   Pro forma-Basic               20,685    26,839        -        -        -
   Pro forma-Diluted (c)         20,685    29,332        -        -        -
   Historical-Basic              20,685    26,839   30,904   32,045   33,252
   Historical-Diluted            20,685    29,332   31,260   32,751   33,985

Company Operating Data:
Sales Growth
   99 Cents Only Stores           10.2%     17.3%    29.9%    28.4%    30.7%
   Bargain Wholesale(h)            60.4      33.4     10.8     18.7   (10.0)
   Total Company sales             16.0      20.2     25.7     26.5     23.2
Gross margin                     33.2      34.2     36.4     37.3     39.3
Operating margin                 11.0      12.6     13.5     14.4     15.4
Income from continuing
operations:
   Pro forma                        6.3       7.5        -        -        -
   Historical                      10.4      11.3      8.2      9.1      9.5


                      (Continued from previous page)

                                          As of December 31,
                               1995     1996      1997     1998     1999

Retail Operating Data(d):
99 Cents Only Stores at end
of period                         36        43       53       64       78
Change in comparable stores
net sales 99 Cents Only       (0.2)%      2.8%     1.5%     4.3%     6.1%
Stores(e)
Average net sales per store
open the full year - 99
Cents Only Stores             $3,467    $3,667   $3,750   $4,147   $4,433
Average net sales per
estimated saleable square
foot - 99 Cents Only Stores     $397      $389     $354     $335     $332
(f)
Estimated saleable square
footage at year end - 99
Cents Only Stores            332,100   455,200  631,500  822,900 1,102,36
                                                                        9

Balance Sheet Data:
   Working capital              $28,690   $58,822  $60,791  $81,439 $105,637
   Total assets                  57,598    98,997  119,443  194,167  224,015
   Long-term debt                     -         -        -        -        -
   Capital lease obligation,
including current portion      9,977     9,366    8,709    8,005    7,251
   Total shareholders' equity   $35,558   $76,505  $96,308 $164,365 $195,540

(a)  The  Company operated other stores during the periods presented  under
     different  trade  names pending conversion to  99  Cents  Only  Stores
     format or their eventual closing. Only one such store was operated  by
     the Company in 1995 and that store was closed in May 1995.

(b)  Prior  to May 1, 1996 the Company was treated as an S corporation  for
     federal  and state income tax purposes. The presentation for 1995-1996
     reflects a pro forma provision for income taxes as if the Company  had
     always  been  a  C corporation, at an assumed effective  tax  rate  of
     41.0%, plus the effect of deferred taxes and tax credits.

(c)  Diluted  weighted  average common equivalent shares  in  1996  include
     1,362,000  shares  to fund certain notes issued and dividends  payable
     declared  to  then  existing  shareholders,  in  connection  with  the
     termination of the Company's status as an S corporation.

(d)  Includes retail operating data solely for the Company's 99 Cents  Only
     Stores.

(e)  For  the  years  1995-1996,  change in  comparable  stores  net  sales
     compares  net  sales for stores open the entire two periods  compared.
     Commencing in 1997, change in comparable stores net sales compares net
     sales for all stores open at least 15 months.

(f)  Computed based upon estimated total saleable square footage of  stores
     open for the entire period.

(g)  All  earnings  per  share amounts have been restated  to  reflect  the
     adoption of SFAS No. 128, "Earnings per Share," effective December 15,
     1997.

(h)    In  1998, Bargain Wholesale sales includes $12.0 million  of  inter-
company sales to         Universal billed at cost.
Item  7.  Management's Discussion and Analysis of Financial  Condition  and
Results of Operations

      The  following discussion and analysis should be read  in  connection
with "Item 6. Selected Financial Data," and "Item 8. Financial Statements."

General
      The  Company has been engaged since 1976 in the purchase and sale  of
name-brand,  close-out and regularly available general  merchandise.  Since
that  time,  the  Company has sold its merchandise  on  a  wholesale  basis
through  its  Bargain Wholesale division. On August 13, 1982,  the  Company
opened  its first 99 Cents Only Stores location and as of March  28,  2000,
operates  a  chain of 85 deep-discount 99 Cents Only Stores. The  Company's
growth  during  the  last  three years has come primarily  from  new  store
openings.  The  Company opened ten, thirteen and eighteen stores  in  1997,
1998 and 1999, respectively (ten, eleven and fourteen respectively, net  of
relocated stores). Including the scheduled opening of the Company's  second
store  in Las Vegas, Nevada on March 30, 2000, the Company will have opened
eight  stores in the first three months of the year 2000, seven in Southern
California and one in Las Vegas, Nevada. The Company plans to open at least
12  additional net new stores during the remainder of the year. The Company
has secured sites for eight additional store locations.

      Bargain  Wholesale's growth over the three years ended  December  31,
1999  was  primarily attributable to an increased focus on  large  domestic
accounts  and expansion into new geographic markets. The Company  generally
realizes  a  lower  gross profit margin on Bargain  Wholesale's  net  sales
compared  to  its retail net sales. However, Bargain Wholesale  complements
the  Company's  retail operations by allowing the Company  to  purchase  in
larger  volumes  at more favorable pricing and to generate  additional  net
sales with relatively small incremental increases in operating expenses.

      Comparable stores net sales have improved since the Company's initial
public  offering  in  May 1996. The Company believes that  this  trend  has
resulted in part from its expansion strategies. In the past, as part of its
strategy  to  expand  retail operations, the Company has  at  times  opened
larger  new stores in close proximity to existing stores where the  Company
determined  that the trade area could support a larger store.  In  some  of
these  situations, the Company retained its existing store so  long  as  it
continued  to contribute store-level operating income. While this  strategy
was  designed to increase revenues and store-level operating income, it has
had  a  negative  impact on comparable store net sales  as  some  customers
migrated  from  the  existing store to the larger new  store.  The  Company
believes  that  this strategy has impacted its historical comparable  sales
growth.

      During  the  three  years  in the period  from  January  1,  1997  to
December  31,  1999, average net sales per estimated saleable  square  foot
(computed on 99 Cents Only Stores open for a full year) declined from  $397
per  square foot to $332 per square foot. This trend reflects the Company's
determination  to  target  larger  locations  for  new  store  development.
Existing  stores  average  approximately 17,900 gross  square  feet.  Since
January  1,  1996,  the  Company has opened 49 new  stores  (including  one
relocation in 1996, two in 1998 and four in 1999) that average over  20,000
gross  square  feet.  The  Company currently targets  new  store  locations
between  15,000  and  30,000  gross feet.  Although  it  is  the  Company's
experience  that larger stores generally have lower average net  sales  per
square  foot  than smaller stores, larger stores generally  achieve  higher
average annual store revenues and operating income.







     99 Cents Only Stores has increased its net sales, operating income and
net  income  in each of the last five years. In 1999 it had  net  sales  of
$360.0  million,  operating  income  of  $55.4  million  and  income   from
continuing  operations of $34.1 million before a charge  of  $12.2  million
from  the  discontinued operation, representing a 23.2%,  31.7%  and  28.9%
increase over 1998, respectively. From 1995 through 1999, the Company had a
compounded annual growth rate in net sales, operating income and net income
of 23.9%, 34.7% and 21.0%, respectively.

Recent Developments

Universal International. The Company has determined it would be in its best
interest,  and that of its shareholders, to focus its efforts on increasing
the growth rate of 99 Cents Only Stores, which over the past five years has
yielded operating margins averaging 13.4%. In conjunction with this revised
growth  strategy, the Company has decided to sell its Universal subsidiary.
Universal  operates  a  multi-price point variety  chain,  with  65  stores
located  in the Midwest, Texas and Upstate New York, under the trade  names
Only Deals and Odd's-N-End's. Among other factors which were considered  in
making  this decision was the Company's successful opening of its first  99
Cents Only Stores outside the state of California in Las Vegas Nevada.  The
success  of  the Las Vegas, Nevada store helps to prove that the  99  Cents
Only  Stores  concept is portable to areas outside the State of California.
As a result, the Company will focus greater management resources  to expand
more rapidly in Nevada and into Arizona.

     Universal  incurred  an  operating loss of  $2.7  million  the  fourth
quarter  of  1999  versus  a  marginal profit  of  $0.2  million  in  1998.
Universal's  business is seasonal and historically the fourth  quarter  was
relied  upon  to  achieve all of its income goals. In  the  fourth  quarter
Universal was unable to achieve historical gross margin goals and sustained
inventory  markdowns  in efforts to generate sales volume.  Universal  also
incurred additional advertising and distribution costs as compared  to  the
Company's plan for the stores located in Texas, New York and areas  outside
the local distribution point of Minneapolis, Minnesota.

     The  Company has adopted a definitive plan to sell Universal. It plans
to  engage  an  investment-banking firm to evaluate and identify  potential
buyers for the Universal business. The Company expects to sell Universal to
a  strategic  buyer within one year. The Company has $26.9 million  of  net
assets  of  discontinued  business  at December  31,  1999.  The  value  of
Universal's  net  assets  at December 31, 1999 includes  $30.0  million  in
inventory,  net fixed assets of $8.0 million, $2.1 million of other  assets
offset by $4.2 million of accounts payable and accrued liabilities.

     The  Company's estimated net loss on the disposal of Universal of $9.0
million,  includes the estimated net realizable value of  the  business,  a
$1.2  million loss from operations to the disposal date, and the  estimated
selling costs offset by a $2.6 million tax benefit.















Results of Operations

      The  following  table sets forth, for the periods indicated,  certain
selected income statement data, including such data as a percentage of  net
sales:

                                          Years Ended December 31,
                                       1997         1998         1999
                                           (Amounts in thousands)
Net sales:
   99 Cents Only Stores                $186,0 80.6  $238,8 81.8  $312,3 86.8
                                        24    %      68    %      06    %
   Bargain Wholesale                   44,831 19.4  53,202 18.2  47,652 13.2

     Total                              230,85 100.  292,07 100.  359,95 100.
                                         5    0       0    0       8    0
Cost of sales                        146,79 63.6  183,04 62.7  218,49 60.7
                                         7            4            6

   Gross profit                        84,058 36.4  109,02 37.3  141,46 39.3
                                                      6            2
Selling, general and administrative
expenses:
   Operating expenses                  49,850 21.6  62,424 21.4  80,089 22.3
   Depreciation and amortization        2,989  1.3   4,506  1.5   5,927  1.6

     Total                              52,839 22.9  66,930 22.9  86,016 23.9

Operating income                     31,219 13.5  42,096 14.4  55,446 15.4
Interest (income) expense, net        (855) (0.4  (1,428 (0.5  (1,059 (0.3
                                              )       )    )       )    )

Income from continuing operations    32,074 13.9
before provision for income taxes                43,524 14.9  56,505 15.7
Provision for income taxes             13,124  5.7  17,032  5.8  22,367  6.2

Income from continuing operations    18,950  8.2  26,492  9.1  34,138  9.5


Income (loss) from discontinued               -
operation   net of income tax
provision of $910 and   income tax       -          201  0.0  (3,167 (0.9
benefit of $2,111...........                                       )    )
Loss from disposal of discontinued            -
operation including a provision of
$1,200 for operating losses during
the phase-out   period, net of
income    tax benefit of                 -            -       (9,000 (2.5
$2,613..................                                           )    )
   Net Income                          $18,95 8.2%  $26,69 9.1%  $21,97 6.1%
                                         0            3            1


Year Ended December 31, 1999 Compared to Year Ended December 31, 1998

Net  Sales.  Total net sales increased $67.9 million, or 23.2%, from $292.1
million  in 1998 to $360.0 million in 1999. 99 Cents Only Stores net  sales
increased  approximately $73.4 million, or 30.7%, from  $238.9  million  in
1998  to  $312.3  million in 1999. Bargain Wholesale  net  sales  increased
approximately $6.5 million, or 15.7%, from $41.2 million in 1998 (excluding
the  $12.0  million  sales to Universal billed at cost in  1998)  to  $47.7
million  in  1999.  There  were no other retail  operations  in  1999.  The
increase in 99 Cents Only Stores net sales was attributed to the net effect
of  14  net new stores opened in 1999 and the full year effect of 11 stores
opened  in  1998. Comparable stores net sales increased 6.1% from  1998  to
1999. Excluding the $12.0 million shipment to Universal billed at cost, the
increase  in  Bargain Wholesale net sales was primarily  attributed  to  an
increased  focus  on  large  domestic  accounts  and  expansion  into   new
geographic markets.

Gross  profit.  Gross profit, which consists of total net sales, less  cost
of  sales,  increased approximately $32.5 million, or  29.8%,  from  $109.0
million  in  1998 to $141.5 million in 1999. The increase in  gross  profit
dollars  was primarily due to higher sales volume. As a percentage  of  net
sales, gross profit improved from 37.3% in 1998 to 39.3% in 1999 reflecting
the  effect  of  a  7 to 1 ratio in 1999 of retail sales  versus  wholesale
sales. The ratio in 1998 was 6 to 1, retail versus wholesale, excluding the
$12.0 million sales to Universal billed at cost.
Selling,  general and administrative.  Selling, general and  administrative
expenses  ("SG&A"), which include operating expenses and  depreciation  and
amortization, increased $19.1 million, or 28.5%, from $66.9 million in 1998
to  $86.0  million in 1999. The increase over 1998 is associated with  1999
new  store  growth  and  the  full year effect of  1998  new  stores.  SG&A
increased as a percentage of net sales from 22.9% in 1998 to 23.9% in 1999.
The  increase in SG&A expenses is directly attributed to 14 net  new  store
openings.

Operating income.  Operating income increased $13.4 million, or 31.7%, from
$42.1  million in 1998 to $55.4 million in 1999. Operating income increased
as  a percentage of net sales from 14.4% in 1998 to 15.4% in 1999 primarily
due to the increase in gross margin as discussed above.

Interest  (income)  expense.   Interest (income)  expense  relates  to  the
interest  income  on the Company's marketable securities, net  of  interest
expense  on the Company's capitalized warehouse lease. The Company  had  no
bank  debt  during 1999. Interest income earned on the Company's marketable
securities was $1.8 million in 1999. At December 31, 1999, the Company held
$51.0  million  in  short-term investments and $8.6  million  in  long-term
investments.  The Company's short-term investments are comprised  primarily
of  investment grade federal and municipal bonds and commercial paper,  all
with  short-term maturities. The Company generally holds investments  until
maturity.
Provision  for income taxes.  The provision for income taxes  in  1999  was
$22.4 million, or 6.2% of net sales, compared to $17.0 million, or 5.8%  of
net  sales, in 1998. The effective combined federal and state rates of  the
provision  for  income  taxes  were 39.6%  and  39.1%  in  1999  and  1998,
respectively. The effective combined federal and state rates are less  than
the statutory rates in each period due to the benefit of certain tax-exempt
interest and other credits. See Note 4 of "Notes to Financial Statements."

Income  from  continuing operations.  As a result of  the  items  discussed
above,  net income increased $7.6 million, or 28.9%, from $26.5 million  in
1998  to  $34.1 million in 1999 before a charge of $12.2 million  from  the
discontinued  operations.  Net  income  from  continuing  operations  as  a
percentage of net sales was 9.5% in 1999 and 9.1% in 1998.

Discontinued  operations. On March 4, 2000 the Board of Directors  approved
the  disposition of the entire operations of Universal, which comprises the
Odd's-N-End's  and  Only  Deals retail stores.  The  net  losses  of  these
operations  for all periods are included in the consolidated statements  of
income under "discontinued operations". Revenues from such operations  were
$31.1 million in 1998 and $83.3 million in 1999. The carrying value of  the
assets   at  December  31,  1999  was  $26.9  million,  which  is  net   of
approximately   $9.0  million  in  provision  for  loss   on   discontinued
operations. The provision for loss on discontinued operations reflected  in
the consolidated statements of income includes the write-down of the assets
of  Universal to estimated net realizable values and the estimated costs of
disposing of these operations along with the estimated loss from operations
of  $1.2 million through the estimated date of disposal, less expected  tax
benefits of approximately $2.6 million applicable thereto.

Year Ended December 31, 1998 Compared to Year Ended December 31, 1997

Net  Sales.  Total net sales increased $61.2 million, or 26.5%, from $230.9
million  in 1997 to $292.1 million in 1998. 99 Cents Only Stores net  sales
increased  approximately $52.8 million, or 28.4%, from  $186.0  million  in
1997  to  $238.9  million in 1998. Bargain Wholesale  net  sales  increased
approximately $8.4 million, or 18.7%, from $44.8 million in 1997  to  $53.2
million in 1998, including $12.0 million sales to Universal billed at cost.
There  were  no other retail operations in 1998. The increase in  99  Cents
Only  Stores net sales was attributed to the net effect of 11 stores opened
in  1998 and the full effect of 10 stores opened in 1997. Comparable stores
net sales increased 4.3%, or $7.1 million, from 1997 to 1998.



Gross  profit.  Gross profit, which consists of total net sales, less  cost
of  sales,  increased  approximately $25.0 million, or  29.7%,  from  $84.1
million  in  1997 to $109.0 million in 1998. The increase in  gross  profit
dollars  was  primarily due to higher net sales. As  a  percentage  of  net
sales, gross profit improved from 36.4% in 1997 to 37.3% in 1998 reflecting
the  effect  of  a  6 to 1 ratio in 1998 of retail sales versus  wholesales
sales  excluding the $12.0 million sales to Universal billed at  cost.  The
ratio in 1997 was 4 to 1, retail versus wholesale.

Selling,  general and administrative.  Selling, general and  administrative
expenses  ("SG&A"), which include operating expenses and  depreciation  and
amortization, increased $14.1 million, or 26.7%, from $52.8 million in 1997
to  $67.0  million in 1998. The increase over 1997 is associated with  1998
new  store  growth and the full year effect of 1997 new stores. SG&A  as  a
percentage of net sales was 22.9% in 1997 and 1998.

Operating income.  Operating income increased $10.9 million, or 34.9%, from
$31.2  million in 1997 to $42.1 million in 1998. Operating income increased
as  a percentage of net sales from 13.5% in 1997 to 14.4% in 1998 primarily
due to the increase in gross margin as discussed above.

Interest  (income)  expense.   Interest (income)  expense  relates  to  the
interest  income  on the Company's marketable securities, net  of  interest
expense  on the Company's capitalized warehouse lease. The Company  had  no
bank  debt  during 1998. Interest income earned on the Company's marketable
securities was $2.2 million in 1998. At December 31, 1998, the Company held
$43.9  million  in  short-term investments and $2.7  million  in  long-term
investments.  The Company's short-term investments are comprised  primarily
of  investment grade federal and municipal bonds and commercial paper,  all
with  short-term maturities. The Company generally holds investments  until
maturity.

Provision  for income taxes.  The provision for income taxes  in  1998  was
$17.0 million, or 5.8% of net sales, compared to $13.1 million, or 5.7%  of
net  sales, in 1997. The effective combined federal and state rates of  the
provision  for  income  taxes  were 39.1%  and  40.9%  in  1998  and  1997,
respectively. The effective combined federal and state rates are less  than
the statutory rates in each period due to the benefit of certain tax-exempt
interest and other credits. See Note 4 of "Notes to Financial Statements."

Income  from  continuing operations.  As a result of  the  items  discussed
above,  net income increased $7.7 million, or 40.5%, from $19.0 million  in
1997 to $26.5 million in 1998. Net income as a percentage of net sales  was
9.1% in 1998 and 8.2% in 1997.

Liquidity and Capital Resources

      Since  inception,  the Company has funded its operations  principally
from  cash  provided  by  operations, and has  not  generally  relied  upon
external  sources  of financing. The Company's capital requirement  results
primarily  from purchases of inventory, expenditures related to  new  store
openings and working capital requirements for new and existing stores.  The
Company   takes   advantage   of  close-out  and  other   special-situation
opportunities, which frequently result in large volume purchases, and as  a
consequence,  its cash requirements are not constant or predictable  during
the year and can be affected by the timing and size of its purchases.

      During 1997, 1998 and 1999, net cash provided by operations was $13.7
million,  $31.0 million and $26.0 million, respectively. Net cash  provided
by  operations  reflects increases in inventories in  the  amount  of  $6.2
million,  $6.5  million  and  $4.3 million  during  1997,  1998  and  1999,
respectively.  During  1997,  1998 and 1999, net  cash  used  in  investing
activities  for  purchases  of  property and equipment  was  $9.4  million,
$12.5  million  and  $18.0 million, respectively. Cash  used  in  investing
activities  for  the purchase of short-term investments was  $5.0  million,
$14.0  million  and $13.0 million in 1997, 1998 and 1999, respectively.  In
1997,  net cash used in financing activities was $0.2 million; these  funds
represented  payments of capital lease obligations and  proceeds  from  the
exercise of employee stock options. In 1998, net cash provided by financing
activities  was $29.0 million; these funds represented payment for  capital
lease  obligations,  in addition, the Company received  proceeds  of  $27.2
million  from the Company's secondary public offering and from the exercise
of  employee  stock options of $2.5 million. In 1999, net cash provided  by
financing activities was $4.2 million; these funds represented payment  for
capital lease obligations and proceeds from exercise of stock options.

      The  Company does not maintain any credit facilities with  any  bank.
However, the Company maintains a surety bond of approximately $1.2  million
for self-insured workers compensation.

      The Company leases its 880,000 square foot single level warehouse and
distribution facility under a lease accounted for as a capital  lease.  The
lease  requires  monthly  payments of $70,000 and accrues  interest  at  an
annual  rate of 7.0%. At the lease expiration in December 2000, the Company
has  the  option  to purchase the facility for $10.5 million.  The  Company
currently  intends to exercise the option at the end of the lease.  If  the
Company  does not exercise the purchase option, the Company will be subject
to a $7.6 million penalty.

      The  Company  plans to open new 99 Cents Only Stores  at  a  targeted
annual  rate of 25%. The average investment per new store opened  in  1999,
including   leasehold  improvements,  furniture,  fixtures  and  equipment,
inventory and pre-opening expenses, was approximately $660,000. Pre-opening
expenses  are not capitalized by the Company. The Company's cash needs  for
new store openings are expected to total approximately $12 million in 2000.
The Company's total planned expenditures for 2000 for additions to fixtures
and  leasehold improvements of existing stores as well as for  distribution
expansion  and  replacement will be approximately $5 million.  The  Company
believes  that  its total capital expenditure requirements  (including  new
store  openings) will increase to $17 million in 2000. Capital expenditures
in  2000  are  currently expected to be incurred primarily  for  new  store
openings,  improvements to existing stores and system and general corporate
infrastructure. The Company believes that cash flow from operations will be
sufficient to meet operating needs and capital spending requirements for at
least the next twelve months.

      On  January  25,  2000  the Company acquired  all  of  the  remaining
outstanding  minority  shares  of Universal for  $1.4  million.  This  $1.4
million   minority  interest  acquisition  cost  for  Universal  has   been
considered in the estimated net realizable value of the net assets  of  the
discontinued  business as of December 31, 1999.  In addition,  the  Company
acquired  a distribution facility for Universal for $7.0 million  on  March
28,  2000.  The  lease  on Universal's current distribution  facility  will
expire  in  July  2000.  The  Company  believes  the  acquisition  of   the
distribution  facility  was  a very favorable purchase  price  relative  to
current  market values. It is currently planned that this facility will  be
either leased to the prospective buyer of Universal or will be able  to  be
resold for a gain.

Seasonality and Quarterly Fluctuations

      The  Company has historically experienced and expects to continue  to
experience some seasonal fluctuation in its net sales, operating income and
net income. The highest sales periods for the Company are the Christmas and
Halloween  seasons.  A  greater  amount of  the  Company's  net  sales  and
operating  and net income is generally realized during the fourth  quarter.
The   Company's   quarterly  results  of  operations  may  also   fluctuate
significantly  as  a  result of a variety of other factors,  including  the
timing  of  certain  holidays (e.g., Easter) and the timing  of  new  store
openings and the merchandise mix. Further, the operations of Universal  are
even more dependent upon results in the fourth quarter.






     The following table sets forth certain unaudited results of operations
for  each quarter during 1998 and 1999 and such information as a percentage
of net sales. The unaudited information has been prepared on the same basis
as  the audited financial statements appearing elsewhere in this report and
includes all adjustments, which management considers necessary for  a  fair
presentation  of  the financial data shown. The operating results  for  any
quarter  are  not necessarily indicative of the results to be attained  for
any future period.

                    1st    2nd    3rd    4th    1st    2nd    3rd    4th
                   Quart  Quart  Quart  Quart  Quart  Quart  Quart
                     er     er     er     er     er     er     er   Quarte
                                                                      r
                     Year Ended December 31,     Year Ended December 31,
                              1998                        1999
                                   (Amounts in thousands)
Net sales:
   99 Cents Only       $51,4  $56,6  $59,1  $71,5  $64,6  $69,8  $76,5 $101,3
Stores                 82     95     46     45     33     27     17     29
   Bargain Wholesale   11,40  15,06  16,35  10,38  11,09  11,02  12,20 13,332
                        0      2      7      3      4      5      1

     Total              62,88  71,75  75,50  81,92  75,72  80,85  88,71 114,66
                        2      7      3      8      7      2      8      1
Gross profit         23,04  25,32  26,95  33,70  29,60  31,24  35,34 45,270
                        3      1      3      9      7      1      4
Operating income     8,619  9,405  10,20  13,86  10,71  11,44  13,19 20,099
                                      5      7      0      4      3
Incomefrom
continuing          5,283  5,880  6,810  8,519  6,671  7,018  8,107 12,342
operation.........
 ..
Income (loss) from
discontinued
operation.........  (742)  (495)   (98)  1,536  (373)  (170)     53 (2,677
 .                                                                        )
(Loss) on disposal
of discontinued
operation.........      -      -      -      -      -      -      - (9,000
 .                                                                        )
Net                  $4,54  $5,38  $6,71  $10,0  $6,29  $6,84  $8,16   $665
income...........       1      5      2     55      8      8      0

Earnings per common
share from
continuing
operations:
   Basic               $0.17  $0.19  $0.21  $0.26  $0.20  $0.21  $0.24  $0.37
   Diluted             $0.17  $0.18  $0.20  $0.25  $0.20  $0.20  $0.24  $0.37
Earnings (loss)per
common share from
discontinued
operations:
   Basic               ($0.0  ($0.0      -  $0.05  ($0.0  ($0.0      - ($0.08
                       2)     2)                   1)     1)             )
   Diluted             ($0.0  ($0.0      -  $0.05  ($0.0  ($0.0      - ($0.08
                       2)     1)                   1)     1)             )

                      (Continued from previous page)

                     1st    2nd    3rd    4th    1st    2nd    3rd    4th
                   Quart  Quart  Quart  Quart  Quart  Quart  Quart  Quart
                     er     er     er     er     er     er     er    er
                      Year Ended December 31,    Year Ended December 31,
                              1998                        1999
                                    (Amounts in thousands)
(Loss)per common
share on disposal
of discontinued
operations:
   Basic                   -      -      -      -      -      -      - ($0.2
                                                                       7)
   Diluted                 -      -      -      -      -      -      - ($0.2
                                                                       7)
Net earnings per
share:
   Basic               $0.15  $0.17  $0.21  $0.30  $0.19  $0.21  $0.24 $0.02
   Diluted             $0.14  $0.17  $0.20  $0.30  $0.19  $0.20  $0.24 $0.02
Shares outstanding:
   Basic               30,96  31,66  32,57  32,97  33,00  33,16  33,39 33,37
                        9      5      3      4      1      3      6     0
   Diluted             31,60  32,38  33,25  33,79  33,94  34,04  34,00 33,77
                        7      5      3      5      9      4      5     4
Percent of Net
sales
Net sales:
   99 Cents Only       81.9%  79.0%  78.3%  87.3%  85.4%  86.4%  86.2% 88.4%
Stores
   Bargain Wholesale    18.1   21.0   21.7   12.7   14.6   13.6   13.8  11.6

     Total              100.0  100.0  100.0  100.0  100.0  100.0  100.0 100.0
Gross profit          36.6   35.3   35.7   41.1   39.1   38.6   39.8  39.5
Operating income      13.7   13.1   13.5   16.9   14.1   14.2   14.9  17.5
Income from
continuing
operations           8.4%   8.2%   9.0%  10.4%   8.8%   8.7%   9.1% 10.8%

New Authoritative Pronouncements

     In June 1998, the Financial Accounting Standards Board issued SFAS No.
133,  "Accounting for Derivative Instruments and Hedging Activities", which
establishes  accounting and reporting standards for derivative  instruments
and  hedging  activities. SFAS 133 requires that an  entity  recognize  all
derivatives  as either assets or liabilities in the statement of  financial
position  and  measure those instruments at fair value. This statement  was
amended  by  SFAS  No. 137 which defers the effective date  to  all  fiscal
quarters  of fiscal years beginning after June 15, 2000. SFAS  No.  133  is
effective  for  the Company's first quarter in the year  2001  and  is  not
expected to have a material effect on the Company's financial position.

Risk Factors

Inflation

      The  Company's ability to provide quality merchandise at the 99 cents
price  point is subject to certain economic factors, which are  beyond  the
Company's  control, including inflation. Inflation could  have  a  material
adverse  effect  on  the  Company's business  and  results  of  operations,
especially  given the constraints on the Company to pass on any incremental
costs due to price increases or other factors. The Company believes that it
will  be  able  to  respond  to  ordinary price  increases  resulting  from
inflationary pressures by adjusting the number of items sold at the  single
price  point  (e.g., two items for 99 cents instead of three items  for  99
cents)  and  by  changing  its  selection of merchandise.  Nevertheless,  a
sustained  trend  of  significantly increased inflationary  pressure  could
require the Company to abandon its single price point of 99 cents per item,
which  could  have a material adverse effect on the Company's business  and
results  of  operations. See also "We are vulnerable to uncertain  economic
factor  and  Changes in Minimum Wage" for a discussion of additional  risks
attendant to inflationary conditions.
We Depend on New Store Openings for Future Growth

      Our  operating  results depend largely on our  ability  to  open  and
operate new stores successfully and to manage a larger business profitably.
In  1997,  1998 and 1999, we opened ten, thirteen and eighteen  of  our  99
Cents   Only  Stores,  respectively  (ten,  eleven  and  fourteen   stores,
respectively, net of relocated stores).  From January 1, 2000 through March
28,  2000,  we opened seven 99 Cents Only Stores and we expect to  open  at
least  thirteen  99  Cents Only Stores in Southern  California  and  Nevada
during the remainder of the year.  We plan to open new stores over the next
several  years  at  a  rate of approximately 25% per  year.   Our  strategy
depends on many factors, including our ability to identify suitable markets
and  sites  for  our  new stores, negotiate leases with  acceptable  terms,
refurbish  stores,  appropriately  upgrade  our  financial  and  management
information  systems  and controls and manage our operating  expenses.   In
addition,  we must be able to continue to hire, train, motivate and  retain
competent  managers and store personnel.  Many of these factors are  beyond
our  control.  As a result, we cannot assure you that we will  be  able  to
achieve  our  expansion goals.  Any failure by us to achieve our  expansion
goals on a timely basis, obtain acceptance in markets in which we currently
have  limited  or  no  presence, attract and retain  management  and  other
qualified  personnel,  appropriately upgrade our financial  and  management
information  systems  and  control  or  manage  operating  expenses   could
adversely  affect our future operating results and our ability  to  execute
our business strategy.

      We  also  cannot  assure you that when we open new  stores,  we  will
improve  our results of operations.  A variety of factors, including  store
location, store size, rental terms, the level of store sales and the  level
of  initial  advertising influence if and when a store becomes  profitable.
Assuming  that our planned expansion occurs as anticipated, our store  base
will  include a relatively high proportion of stores with relatively  short
operating histories.  We cannot assure you that our new stores will achieve
the  sales  per  saleable  square  foot and store-level  operating  margins
currently  achieved at our existing stores.  If our new stores  on  average
fail  to  achieve  these  results, our planned expansion  could  produce  a
decrease  in  our  overall sales per saleable square foot  and  store-level
operating  margins.  Increases in the level of advertising and  pre-opening
expenses associated with the opening of new stores could also contribute to
a decrease in our operating margins.  Finally, the opening of new stores in
existing markets has in the past and may in the future reduce retail  sales
of  existing stores in those markets, negatively affecting comparable store
sales.

Our operations are mainly concentrated in Southern California

      All  but  one  of our 99 Cents Only Stores are currently  located  in
Southern  California. The Company currently has one  store  in  Las  Vegas,
Nevada  and  plans to open an additional store in Las Vegas  on  March  30,
2000. In addition, our year 2000 retail expansion plans includes new stores
in  these regions and thereafter also in Arizona.  As a result, our results
of  operations and financial condition depend upon trends in  the  Southern
California  economy.  For  example, this  region  experienced  an  economic
recession  in  the early 1990s.  Although this recession  had  no  material
effect  on  our  business, between 1989 and 1993 most California  counties,
particularly  Los  Angeles,  recorded  a  significant  decline  in   retail
spending.    Recovery  in  these retail markets  has  continued  from  1995
through  1999.   However, this trend may not continue and  retail  spending
could  decline in the future. In addition, Southern California historically
has  been vulnerable to certain natural disasters and other risks, such  as
earthquakes,  fires, floods and civil disturbance. At times,  these  events
have  disrupted the local economy.  These events could also  pose  physical
risks  to  our  properties.  Although we  maintain  standard  property  and
business interruption insurance, we do not have earthquake insurance on our
properties.


We could experience disruptions in receiving and distribution

      Our success depends upon whether our receiving and shipment schedules
are  organized  and  well managed.  As we continue to  grow,  we  may  face
unexpected demands on our warehouse operations that could cause  delays  in
delivery of merchandise to or from our warehouses to our stores.   A  fire,
earthquake  or  other disaster at our warehouses could hurt  our  business,
financial condition and results of operations, particularly because much of
our  merchandise  consists of close-outs and other irreplaceable  products.
Although we maintain standard property and business interruption insurance,
we do not have earthquake insurance on our properties.

      Although  we  try to limit our risk of exposure to potential  product
liability  claims, we do not know if the limitations in our agreements  are
enforceable.   We  maintain  insurance covering  damage  from  use  of  our
products.   If any product liability claim is successful and large  enough,
our business could suffer.

We depend upon our relationships with our suppliers and the availability of
     close-out and special-situation merchandise

      Our  success  depends  in large part on our  ability  to  locate  and
purchase  quality close-out and special-situation merchandise at attractive
prices.   This helps us maintain a mix of name-brand and other  merchandise
at  the  99  Cents price point. We cannot be certain that such  merchandise
will continue to be available in the future. Further, we may not be able to
find  and  purchase merchandise in quantities necessary to accommodate  our
growth.  Additionally,  our suppliers sometimes restrict  the  advertising,
promotion   and   method  of  distribution  of  their  merchandise.   These
restrictions  in  turn may make it more difficult for us  to  quickly  sell
these items from our inventory.

      Although we believe our relationships with our suppliers are good, we
do  not have long term agreements with any supplier.  As a result, we  must
continuously seek out buying opportunities from our existing suppliers  and
from   new  sources.   We  compete  for  these  opportunities  with   other
wholesalers   and  retailers,  discount  and  deep-discount  chains,   mass
merchandisers,  food  markets,  drug  chains,  club  stores   and   various
privately-held companies and individuals. Although we do not depend on  any
single  supplier  or  group of suppliers and believe  we  can  successfully
compete  in seeking out new suppliers, a disruption in the availability  of
merchandise at attractive prices could impair our business.

We purchase in large volumes and our inventory is highly concentrated

      To  obtain inventory at attractive prices, we take advantage of large
volume purchases, close-outs and other special situations. As a result, our
inventory  levels  are generally higher than other discount  retailers.  At
December  31,  1997,  1998 and 1999, we recorded  net  inventory  of  $43.1
million, $49.6 million and $53.9 million, respectively.

      We  periodically review the net realizable value of our inventory and
make  adjustments  to  its  carrying value when  appropriate.  The  current
carrying  value of our inventory reflects our belief that we  will  realize
the  net values recorded on our balance sheet.  However, we may not be able
to  do so. If we sell large portions of our inventory at amounts less  than
their  carrying  value  or  if we write down  a  significant  part  of  our
inventory,  our  cost  of sales, gross profits, operating  income  and  net
income could suffer greatly during the period in which such event or events
occur.

We face strong competition

      We  compete  in  both  the  acquisition  of  inventory  and  sale  of
merchandise  with  other  wholesalers, discount and  deep-discount  stores,
single  price  point merchandisers, mass merchandisers, food markets,  drug
chains,  club  stores and other retailers.  Our industry  competitors  also
include  many  privately held companies and individuals.  At  times,  these
competitors are also customers of our Bargain Wholesale division.   In  the
future,  new  companies may also enter the deep-discount  retail  industry.
Additionally, we currently face increasing competition for the purchase  of
quality  close-out  and other special-situation merchandise.  Some  of  our
competitors have substantially greater financial resources and buying power
than  us.   Our capability to compete will depend on many factors including
our ability to successfully purchase and resell merchandise at lower prices
than our competitors.  We cannot assure you that we will be able to compete
successfully against our current and future competitors.

We are  vulnerable to uncertain economic factors and changes in the minimum
     wage

     Our ability to provide quality merchandise at our 99 Cents price point
could be hindered by certain economic factors beyond our control, including
but not limited to:

  -  increases in inflation;
  -  increases in operating costs;
  -  increases in employee health care costs;
  -  increases in prevailing wage levels; and
  -  decreases in consumer confidence levels.

      As a result, increases in federal and state minimum wage requirements
significantly  affect  our  business.   In  California,  the  minimum  wage
increased  [in March 1997 from $4.75 to $5.00 per hour], in September  1997
from  $5.00 to $5.15 per hour, in March 1998 to $5.75 per hour. The federal
minimum  wage  increased in September 1997 to $5.15 per hour. Congress  has
proposed  a  bill to increase the minimum wage to $6.15 per hour  beginning
September  1,  1999, and $6.66 per hour beginning September 1,  2000,  with
later  adjustments to reflect increases in the Consumer Price Index.  Since
we  provide  consumers  with merchandise at a  99  Cents  price  point,  we
typically  cannot  pass  on to them any incremental  costs.  As  a  result,
significant  increases in the minimum wage requirements  could  impair  our
business.

We face risks associated with international sales and purchases

      Although international sales historically have not been important  to
our  consolidated  net sales, they have contributed to  growth  in  Bargain
Wholesale's  net sales. In addition, some of the inventory we  purchase  is
manufactured  outside  the United States. There are many  risks  associated
with doing business internationally.  Our international transactions may be
subject to risks such as:

  -  political instability;
  -  currency fluctuations;
  -  exchange rate controls;
  -  changes in import and export regulations;
  -  changes in tariff and freight rates.

     The United States and other countries have also proposed various forms
of protectionist trade legislation. Any resulting changes in current tariff
structures  or  other trade policies could lead to fewer purchases  of  our
products and could adversely affect our international operations.

We could encounter risks related to transactions with our affiliates

      We  currently lease 12 of our 85, 99 Cents Only Stores and a  parking
lot  for  one of these stores from certain members of the Gold  family  and
their  affiliates.  Our annual rental expense for these facilities  totaled
approximately $2.0 million, $2.2 million and $1.9 million in 1997, 1998 and
1999,  respectively. We believe that our lease terms are just as  favorable
to us as they would be for an unrelated party. Under our current policy, we
enter  into  real  estate  transactions with our affiliates  only  for  the
renewal  or  modification  of existing leases and  on  occasions  where  we
determine  that such transactions are in our best interests. Moreover,  the
independent members of our Board of Directors must unanimously approve  all
real  estate  transactions between us and our affiliates.  They  must  also
determine   that   such  transactions  are  equivalent  to   a   negotiated
arm's-length  transaction with a third party. We cannot guarantee  that  we
will  reach  agreements  with the Gold Family  on  renewal  terms  for  the
properties  we currently lease from them.  Also, even if we agree  to  such
terms,  we  cannot be certain that our independent directors  will  approve
them.  If  we  fail  to renew one of these leases, we could  be  forced  to
relocate  or  close  the  leased store.  Any  relocations  or  closures  we
experience will be costly and could adversely affect our business.

We rely heavily on our management team

      Our  success depends substantially on David Gold, our Chief Executive
Officer.  We  also rely on the continued service of our executive  officers
and  other  key  management, particularly Helen  Pipkin,  our  Senior  Vice
President  of  Wholesale  Operations. We have not entered  into  employment
agreements  with any of our executive officers and we do not  maintain  key
person  life  insurance on them. As we continue to grow, our  success  will
depend  on  our  ability  to identify, attract,  hire,  train,  retain  and
motivate  other highly skilled management personnel.  Competition for  such
personnel  is  intense,  and we may not be able  to  successfully  attract,
assimilate or retain sufficiently qualified candidates.

Our operating results may fluctuate and may be affected by seasonal  buying
     patterns

     Historically, our highest net sales and operating income have occurred
during  the  fourth  quarter, which includes the  Christmas  and  Halloween
selling seasons. During 1998 and 1999, we generated approximately 28.1% and
31.8%,  respectively, of our net sales and approximately 32.9%  and  36.2%,
respectively,   of  our  operating  income  during  the   fourth   quarter.
Accordingly,  any  decrease in net sales during the  fourth  quarter  could
reduce  our  profitability and impair our results  of  operations  for  the
entire year.

      In  addition to seasonality, many other factors may cause our results
of operations to vary significantly from quarter to quarter.  Some of these
factors are beyond our control.  The factors include:

  -  the number and timing of sales contributed to new stores;
  -   the level of advertising and pre-opening expenses associated with new
  stores;
  -  the integration of new stores into our operations;
  -  general economic health of the deep-discount retail industry;
  -  changes in the mix of products sold;
  -  unexpected increases in shipping costs;
  -  ability to successfully manage our inventory levels;
  -  changes in our personnel;
  -  fluctuations in the amount of consumer spending; and
  -   the  amount  and  timing of operating costs and capital  expenditures
  relating to the        growth of our business.

We are subject to environmental regulations

      Under  various  federal,  state  and  local  environmental  laws  and
regulations, current or previous owners or occupants of property may become
liable  for  the costs of removing any hazardous substances  found  on  the
property.  These laws and regulations often impose liability without regard
to  fault.  We currently lease all but eight of our stores, as well as  our
warehouse  and  distribution  facility (where  our  executive  offices  are
located).  We  have the option to purchase our warehouse  and  distribution
facility in December 2000, which we plan to do.  However, in the future  we
may  be  required  to  incur substantial costs for preventive  or  remedial
measures  associated with the presence of hazardous materials. In addition,
we operate one underground diesel storage tank and one above-ground propane
storage  tank at our warehouse. Although we have not been notified of,  and
are   not   aware  of,  any  current  environmental  liability,  claim   or
non-compliance, we could incur costs in the future related  to  our  leased
properties and our storage tanks.
     In the ordinary course of our business, we sometimes handle or dispose
of   commonplace  household  products  that  are  classified  as  hazardous
materials under various environmental laws and regulations. We have adopted
policies  regarding  the handling and disposal of these  products,  and  we
train  our employees on how to handle and dispose of them. We cannot assure
you  that  our  policies  and  training will  successfully  help  us  avoid
potential  violations of these environmental laws and  regulations  in  the
future.

Anti-takeover Effect; We are controlled by our existing shareholders

       In  addition  to  some  governing  provisions  in  our  Articles  of
Incorporation  and Bylaws, we are also subject to certain  California  laws
and  regulations  which  could delay, discourage  or  prevent  others  from
initiating  a  potential merger, takeover or other change in  our  control,
even  if  such actions would benefit our shareholders and us. In  addition,
David  Gold, our Chairman and Chief Executive Officer, and members  of  his
immediate   family  and  certain  of  their  affiliates  beneficially   own
15,126,538 shares of our voting stock.  As a result, they have the  ability
to  control  all matters requiring the vote of our shareholders,  including
the  election of our directors and most of our corporate actions.  They can
also  control our policies and prevent a change in our control.  This could
adversely affect the voting and other rights of our other shareholders  and
could depress the market price of our common stock.

Our stock price could fluctuate widely

     The market price of our common stock has risen substantially since our
initial  public  offering on May 23, 1996. Trading prices  for  our  common
stock could fluctuate significantly due to many factors, including:

  -  the depth of the market for our common stock;
  -    changes   in  expectations  of  our  future  financial  performance,
  including   financial          estimates  by  securities   analysts   and
  investors;
  -  variations in our operating results;
  -   conditions or trends in our industry or in the industries of  any  of
  our significant     clients;
  -  additions or departures of key personnel; and
  -  future sales of our common stock.

Year 2000

     The Company had no interruption of its business process as a result of
Year  2000  computer  issues  or Y2K related  equipment  malfunctions.  The
Company   successfully  implemented  its  Y2K  systems   plan   and   spent
approximately $0.1 million to upgrade certain equipment and cash  registers
at the Universal retail stores to replace non compliant Y2K  equipment.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

      The  Company is exposed to interest rate risk for its investments  in
marketable securities. At December 31, 1999, the Company had $59,571,000 in
marketable securities maturing at various dates through October  2001.  The
Company's  investments are comprised primarily of investment grade  federal
and  municipal  bonds  and  commercial paper. The Company  generally  holds
investments  until  maturity. Any premium or discount recognized  with  the
purchase of an investment is amortized over the term of the investment.
Item 8. Financial Statements and Supplementary Data


                INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                      Pag
                                                                       e

99 Cents Only Stores
Report of Independent Public Accountants                                32
Consolidated Balance Sheets as of December 31, 1998 and 1999            33
Consolidated Statements of Income for the years ended December 31,
1997, 1998 and 1999                                                    35
Consolidated Statements of Changes in Shareholders' Equity for the
years ended December 31, 1997, 1998 and 1999                           36
Consolidated Statements of Cash Flows for the years ended December 31,
1997, 1998 and 1999                                                    37
Notes to the Consolidated Financial Statements                          38










































                 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To 99 Cents Only Stores:

We  have  audited the accompanying consolidated balance sheets of 99  Cents
Only  Stores  (a  California  Corporation)  and  it's  subsidiaries  as  of
December  31,  1999  and  1998 and the related consolidated  statements  of
income, shareholders' equity and cash flows for each of the three years  in
the  period  ended  December 31, 1999. These financial statements  are  the
responsibility  of  the  Company's management.  Our  responsibility  is  to
express an opinion on these financial statements based on our audits.

We  conducted  our  audits in accordance with generally  accepted  auditing
standards  in the United States. Those standards require that we  plan  and
perform  the  audit  to  obtain  reasonable  assurance  about  whether  the
financial  statements are free of material misstatement. An audit  includes
examining, on a test basis, evidence supporting the amounts and disclosures
in   the  financial  statements.  An  audit  also  includes  assessing  the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In  our opinion, the financial statements referred to above present fairly,
in  all  material respects, the financial position of 99 Cents Only  Stores
and it's subsidiaries as of December 31, 1999 and 1998, and the results  of
its operations and its cash flows for each of the three years in the period
ended  December  31, 1999 in conformity with generally accepted  accounting
principles in the United States.





ARTHUR ANDERSEN LLP

Los Angeles, California
March 7, 2000





















                           99 CENTS ONLY STORES
                        CONSOLIDATED BALANCE SHEETS
                        DECEMBER 31, 1998 AND 1999
                 (Amounts In Thousands, Except Share Data)


                                  ASSETS



                                                             1998    1999

CURRENT ASSETS:
   Cash                                                         $2,699  $7,984
   Short-term investments                                       43,850  50,971
   Accounts receivable, net of allowance for doubtful accounts
of $169 and $140 as of December 31, 1998 and 1999,            2,455   3,356
respectively
   Income tax receivable                                            27   4,674
   Inventories                                                  49,634  53,932
   Other                                                           885   1,451

     Total current assets                                        99,550  122,36
                                                                          8

PROPERTY AND EQUIPMENT, at cost:
   Land                                                          9,590  11,060
   Building and improvement                                     11,896  12,876
   Leasehold improvements                                       15,963  23,786
   Fixtures and equipment                                       11,584  14,718
   Transportation equipment                                      1,014   1,635
   Construction in progress                                      1,680   5,466

                                                              51,727  69,541
   Less-Accumulated depreciation and amortization              (14,331  (20,11
                                                                  )      9)

                                                              37,396  49,422

OTHER ASSETS:
   Deferred income taxes                                         6,342  11,318
   Long term investments in marketable securities                2,710   8,600
   Deposits                                                        183     214
   Net assets of discontinued operation.                        45,143  26,928
   Other                                                         2,843   5,165

                                                              57,221  52,225

                                                             $194,16  $224,0
                                                                  7      15



The  accompanying notes are an integral part of these consolidated  balance
sheets.








                           99 CENTS ONLY STORES
                        CONSOLIDATED BALANCE SHEETS
                        DECEMBER 31, 1998 AND 1999
                 (Amounts In Thousands, Except Share Data)

                   LIABILITIES AND SHAREHOLDERS' EQUITY



                                                             1998    1999

CURRENT LIABILITIES:
Current portion of capital lease obligation                       $754    $809
  Accounts payable                                              12,326   9,010
  Accrued expenses:
      Payroll and payroll-related                                 1,575   1,967
      Sales tax                                                   1,766   2,429
      Other                                                         318     421
   Workers compensation                                          1,372   2,095

    Total current liabilities                                 18,111  16,731

LONG-TERM LIABILITIES:
   Deferred rent                                                 1,750   1,952
   Accrued interest                                              2,690   3,350
   Capital lease obligation, net of current portion              7,251   6,442

                                                              11,691  11,744


COMMITMENTS AND CONTINGENCIES:

SHAREHOLDERS' EQUITY:
   Preferred stock, no par value
     Authorized-1,000,000 shares
   Issued and outstanding-none                                        -       -
     Common stock, no par value
     Authorized-40,000,000 shares
     Issued and outstanding 32,987,769 at December 31, 1998 and
33,425,232 at December 31, 1999                             107,571 116,775
   Retained earnings                                            56,794  78,765

                                                             164,365 195,540

                                                             $194,16 $224,01
                                                                  7       5




The  accompanying notes are an integral part of these consolidated  balance
sheets.

                           99 CENTS ONLY STORES
                     CONSOLIDATED STATEMENTS OF INCOME
               YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999
               (Amounts In Thousands, Except Per Share Data)

                                                  1997    1998    1999

NET SALES:
  99 Cents Only Stores                              $186,02 $238,86 $312,30
                                                       4       8       6
  Bargain Wholesale                                  44,831  53,202  47,652

                                                  230,855 292,070 359,958
COST OF SALES                                     146,797 183,044 218,496

   Gross profit                                      84,058 109,026 141,462

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
   Operating expenses                                49,850  62,424  80,089
   Depreciation and amortization                      2,989   4,506   5,927

                                                   52,839  66,930  86,016

    Operating income                                  31,219  42,096  55,446

OTHER (INCOME) EXPENSE:
   Interest income                                  (1,613) (2,180) (1,805)
   Interest expense                                     758     752     746
                                                      (855) (1,428) (1,059)

  Income from continuing operations before
provisions for income taxes                       32,074  43,524  56,505
PROVISION FOR INCOME TAXES                           13,124  17,032  22,367

   Income from continuing operations                 18,950  26,492  34,138
  Income(loss) from discontinued operation net of
income    tax provision of $910 and income tax
benefit of                                             -     201 (3,167)
$2,111.....................................
  Loss from disposal of discontinued operation
including    a provision of $1,200 for operating
losses during       the phase-out period, net of
income tax                 benefit of                  -       - (9,000)
$2,613.....................................

NET INCOME                                          $18,950 $26,693 $21,971

EARNINGS PER COMMON SHARE FROM CONTINUING
OPERATIONS:
   Basic                                              $0.61   $0.82   $1.03
   Diluted                                            $0.61   $0.81   $1.00
EARNINGS (LOSS) PER COMMON SHARE FROM
DISCONTINUED          OPERATION:
   Basic                                                  -   $0.01 ($0.10)
   Diluted                                                -   $0.01 ($0.09)

(LOSS) PER COMMON SHARE FROM DISPOSAL OF
 DISCONTINUED   OPERATION:
   Basic                                                  -       - ($0.27)
   Diluted                                          -      -       - ($0.26)

NET EARNINGS PER COMMON SHARE:
   Basic                                              $0.61   $0.83   $0.66
   Diluted                                            $0.61   $0.82   $0.65
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING:
   Basic                                             30,904  32,045  33,252
   Diluted                                           31,260  32,751  33,985

The accompanying notes are an integral part of these consolidated financial
statements.
                           99 CENTS ONLY STORES
        CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
               YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

                          (Amounts In Thousands)


                                                      Common Stock  Retain
                                                                      ed
                                                      Share Amount  Earnin
                                                        s             gs



BALANCE, December 31, 1996                             30,86 $65,354  $11,15
                                                          8               1
   Net income                                                -       -  18,950
   Tax benefit from exercise of stock options                -     350       -
   Proceeds from exercise of stock options                  96     503       -


BALANCE, December 31, 1997                             30,96  66,207  30,101
                                                          4
   Net income                                                -       -  26,693
   Tax benefit from exercise of stock options                -   2,195       -
   Proceeds from exercise of stock options                 324   2,477       -
   Net proceeds from secondary public offering           1,251  27,188       -
   Shares issued in connection with acquisition of         449   9,504       -
Universal


BALANCE, December 31, 1998                             32,98 107,571  56,794
                                                          8
   Net income                                                -       -  21,971
   Tax benefit from exercise of stock options                -   4,229       -
   Proceeds from exercise of stock options                 437   4,975       -


BALANCE, December 31, 1999                             33,42 $116,77  $78,76
                                                          5       5       5





The accompanying notes are an integral part of these consolidated financial
statements.

                           99 CENTS ONLY STORES
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
               YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999
                          (Amounts in Thousands)
                                                  1997     1998    1999

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                       $18,950  $26,693 $21,971
   Adjustment to reconcile net income to net cash
provided by operating activities:
     (Income)loss from discontinued operation              -    (201)   3,167
     Provision for loss on disposal of discontinued
operation                                              -        -   9,000
     Provision for doubtful accounts                      20        -       -
     Depreciation and amortization                     2,989    4,506   5,927
     Benefit for deferred income taxes                 (245)    (395) (4,976)
   Changes in assets and liabilities associated
with operating activities:
     Accounts receivable                                  31    (945)   (901)
     Inventories                                     (6,181)  (6,520) (4,298)
     Other assets                                    (1,470)  (1,935) (2,888)
     Deposits                                             12       51    (31)
     Receivable from affiliated entity                  (66)      230       -
     Accounts payable                                (1,043)    6,792 (3,316)
     Accrued expenses                                  (842)    (380)   1,158
     Worker's compensation                               320      281     723
     Income taxes                                        458    1,957   (418)
     Deferred rent                                       182      274     202
     Accrued interest                                    575      615     660

         Net cash provided by operating activities      13,690   31,023  25,980

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property and equipment              (9,356)  (12,461 (17,953
                                                                )       )
   Purchases of short-term investments              (4,966)  (13,976 (13,011
                                                                )       )
   Net asset of discontinued operations.            (1,708)  (31,730   6,048
                                                                )

         Net cash used in investing activities         (16,030  (58,167 (24,916
                                                       )        )       )

CASH FLOWS FROM FINANCING ACTIVITIES:
   Payments of capital lease obligation               (656)    (704)   (754)
   Net proceeds from secondary public offering            -   27,188       -
   Proceeds from exercise of stock options              503    2,477   4,975

         Net cash provided (used in) financing           (153)   28,961   4,221
activities

NET INCREASE (DECREASE) IN CASH                   (2,493)    1,817   5,285
CASH, beginning of period                           3,375      882   2,699

CASH, end of period                                  $882   $2,699  $7,984




The accompanying notes are an integral part of these consolidated financial
statements.

                           99 CENTS ONLY STORES
              NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                            December 31, 1999



1.  Line of Business

      The  Company, 99 Cents Only Stores and its subsidiaries (the Company,
including the operations of its 99 Cents Only Stores and Bargain Wholesale)
primarily market and sell various consumable products and operated  64  and
78  retail stores at December 31, 1998 and 1999, respectively. The  Company
is also a wholesale distributor of various consumable products.

2.  Concentration of Operations in Southern California

      All  but  one of the Company's retail store are located  in  Southern
California.  In  addition,  the Company's current  retail  expansion  plans
anticipate  that  most new stores will be located in that  same  geographic
region.  Consequently,  the Company's results of operations  and  financial
condition   are  dependent  upon  general  economic  trends   and   various
environmental factors in Southern California.

3.  Summary of Significant Accounting Policies

Principles of Consolidation

     The consolidated financial statements include the accounts of 99 Cents
Only  Stores and its subsidiaries. All inter-company transactions have been
eliminated and all of its wholly owned subsidiaries.

Use of Estimates

      The  preparation of consolidated financial statements  in  conformity
with  generally accepted accounting principles requires management to  make
estimates  and assumptions that affect the reported amounts of  assets  and
liabilities and disclosure of contingent assets and liabilities at the date
of  the  financial  statements and the reported  amounts  of  revenues  and
expenses  during  the reporting period. Actual results  could  differ  from
those estimates.

Inventories

      Inventories are priced at the lower of cost (first in, first out)  or
market.

Depreciation and Amortization

       Property  and  equipment  are  amortized  and  depreciated  on   the
straight-line basis over the following useful lives of the assets:


Building and improvements      30 - 27.5 years
Leasehold improvements        Lesser of 5 years or
                              Remaining lease term
Fixtures and equipment         5 years
Transportation equipment       3 years

      The  Company  follows  the policy of capitalizing  expenditures  that
materially   increase  asset  lives  and  charging  ordinary  repairs   and
maintenance to operations as incurred.


Stock Split

      All  common shares and per share amounts have been adjusted  to  give
retroactive   effect  to  a  four-for-three  stock  split  distributed   on
February 9, 2000 to holders of record on January 31, 2000.

Earnings per share

      "Basic" earnings per share is computed by dividing net income by  the
weighted  average  number  of shares outstanding for  the  year.  "Diluted"
earnings per share is computed by dividing net income by the total  of  the
weighted  average number of shares outstanding plus the dilutive effect  of
outstanding stock options (applying the treasury stock method).

      A  reconciliation  of  the basic weighted average  number  of  shares
outstanding  and the diluted weighted average number of shares  outstanding
for each of the three years in the period ended December 31, 1999 follows:

                                           1997  1998  1999
                                              (Amounts in
                                              thousands)

Weighted average number of common shares
outstanding-Basic                          30,90 32,04 33,25
                                               4     5     2
Dilutive effect of outstanding stock          356   706   733
options

Weighted average number of common shares
outstanding-Diluted                        31,26 32,75 33,98
                                               0     1     5


    In 1999, approximately 1,054 options were excluded from the calculation
of  fully diluted shares outstanding because the option price was above the
average market price during the year.

Concentration of Risk

      The  Company  maintains cash and short-term investments  with  highly
qualified financial institutions. At various times such amounts may  be  in
excess of insured limits.

Deferred Rent

      Certain  of  the Company's operating leases for its retail  locations
include scheduled increasing monthly payments. In accordance with generally
accepted accounting principles, the Company has accounted for the leases to
provide straight-line charges to operations over the lives of the leases.

Revenue Recognition

     Revenue is recognized at the point of sale for retail sales and at the
time of shipment for wholesale sales.

Pre-Opening Costs

      The  Company expenses, as incurred, all pre-opening costs related  to
the opening of new retail stores.

Statements of Cash Flows

      The  Company prepares its statements of cash flows using the indirect
method as prescribed by the Statement of Financial Accounting Standards No.
95. The Company considers all investments with original maturities of three
months or less to be cash equivalents.
      Cash  payments  for  income taxes were $12,911,000,  $16,727,000  and
$21,756,000 in 1997, 1998 and 1999, respectively. Interest payments totaled
approximately  $184,000, $136,000 and $86,000 for the  years  December  31,
1997, 1998 and 1999, respectively.

New Authoritative Pronouncements

      In  1998,  the  FASB issued SFAS No. 133, "Accounting for  Derivative
Instruments  and Hedging Activities" (SFAS 133). SFAS 133 is  effective  in
2001  and  management does not expect adoption of this standard to  have  a
material  impact  on  the  Company's  financial  reporting  or  results  of
operations.

Reclassifications

      Certain amounts in the prior years have been reclassified to  conform
to the current year's presentation.

4.  Income Tax Provision

   The provisions for income taxes from continuing operations for the years
ended December 31, 1997, 1998 and 1999 are as follows:

                                     Years Ended December 31,
                                      (Amounts in thousands)
                                       1997    1998    1999

Current:
   Federal                               $10,678 $15,249 $20,192
   State                                   2,691   2,178   2,885

                                        13,369  17,427  23,077
Deferred                                 (245)   (395)   (710)

Provisions for income taxes            $13,124 $17,032 $22,367


      Differences between the provisions for income taxes and income  taxes
at  the statutory federal income tax rate for the years ended December  31,
1997, 1998 and 1999 are as follows:

                                         Year Ended December 31,
                                          (Amounts in thousands)
                                     1997          1998          1999
                                 Amoun  Perce  Amoun  Perce  Amoun  Perce
                                   t      nt     t      nt     t     nt

Income tax at statutory federal    $11,2  35.0%  $15,2  35.0%  $19,7 35.0%
rate                                 26            33            77
State income taxes, net of
federal income tax effect         1,924    6.0  2,405    5.5  3,012  5.3%
Effect of permanent differences    (204)  (0.6)  (255)  (0.6)   (64) (0.1)
LARZ and targeted job credits      (280)  (0.9)  (393)  (0.9)  (380) (0.6)
Other                                458    1.4     42    0.1     22     -

                                   $13,1  40.9%  $17,0  39.1%  $22,3 39.6%
                                     24            32            67








      A  detail of the Company's deferred tax asset as of December 31, 1998
and 1999 is as follows:

                                                  Years Ended
                                                 December 31,
                                                  (Amounts in
                                                  thousands)
                                                 1998    1999

Inventory                                         $1,061    $606
Uniform inventory capitalization                   1,298     971
Depreciation                                       2,356   2,326
Liability for claims                                 125     112
Workers' compensation                                562     845
Deferred rent                                        635     787
State taxes                                          727   1,216
Other, net                                            66     117
Net operating loss carry-forward                  10,330   9,140

                                                  17,160  16,120

Net deferred tax liabilities                       (488)   (262)
                                                  16,672  15,858
Valuation allowance                              (10,330 (4,540)
                                                      )
                                                  $6,342 $11,318

     In connection with the acquisition of Universal and Odd's-N-End's, the
Company  has  federal  net operating loss carry-forwards  of  approximately
$27.1  million which it can use to offset income. Future use of  this  loss
carry-forward may be limited and may expire at various dates through  2013.
Due  to the uncertainty of the future use of such loss carry-forwards,  the
Company has recorded a valuation allowance equal to the tax effect  of  the
loss  carry-forward  that is not expected to be realizable.  In  accordance
with  SFAS 109, any benefits realized from future use of these loss  carry-
forwards will be recorded as a reduction of the goodwill generated from the
acquisition. During 1999 the Company reduced goodwill by $5,790 related  to
the expected future tax benefits for the net operating losses.

5.  Short-Term Investments

      Investment in debt and equity securities are recorded as required  by
SFAS  No.  115,  "Accounting for Certain Investments  in  Debt  and  Equity
Securities."   The  Company's  investments  are  comprised   primarily   of
investment  grade  federal and municipal bonds and  commercial  paper.  The
Company generally holds investments until maturity. Any premium or discount
recognized  in connection with the purchase of an investment  is  amortized
over the term of the investment. As of December 31, 1998 and 1999, the fair
value of investments approximated the carrying values and were invested  as
follows:

 (Amounts in thousands)  1998    Maturity     1999    Maturity
                                Withi      1         Withi      1
                                  n 1   year           n 1   year
                                 year     or          year     or
                                        more                 more

Federal bonds             $1,50      -  $1,50  $1,50  $1,50      -
                             0             0      0      0
Municipal bonds           15,84  $14,6  1,210  16,42  9,981  $6,44
                             6     36             1             0
Corporate Securities          -      -      -  1,560      -  1,560
Commercial paper          29,21  29,21      -  40,09  39,49    600
                             4      4             0      0

                          $46,5  $43,8  $2,71  $59,5  $50,9  $8,60
                            60     50      0     71     71      0







6.  Capital Lease Obligations

      The Company leases its warehouse, distribution and corporate facility
(approximately  880,000  square feet) under a  lease  accounted  for  as  a
capital  lease.  Included in property and equipment is approximately  $13.7
million of land and building, at cost, related to this lease.

      The  lease  requires fixed payments of $70,000 per  month  and  bears
interest  at  7.0  percent  per annum. On or  before  lease  expiration  in
December  2000,  the Company has the option to purchase  the  facility  for
$10.5  million. The Company plans to exercise the option during the  fourth
quarter of 2000. In the event the option is not exercised, there is a  $7.6
million penalty.

     Total minimum payments under the lease are as follows:

                                                   (Amounts
                                                      in
                                                  thousands
                                                      )

Year ending December 31:
         2000                                              $11,340

Less: Amount representing interest                    (4,089)

Present value (principal only) of minimum lease         7,251
payment
Less: Current portion                                   (809)

                                                       $6,442


7.  Related-Party Transactions

      The  Company  leases  certain retail facilities  from  its  principal
shareholders.  Rental expense for these facilities was  approximately  $2.0
million,   $2.2  million  and  $1.9  million  in  1997,  1998   and   1999,
respectively.
     During 1997, 1998 and 1999 the Company incurred legal fees of $61,000,
$60,000  and $0, respectively, to the law firm in which a director  of  the
Company is a partner.

8.  Commitments and Contingencies

Credit Facility

      The  Company does not maintain any credit facilities with  any  bank.
However, the Company maintains a surety bond of approximately $1.2  million
for self-insured workers' compensation.

Lease Commitments

      The  Company leases various facilities under operating leases,  which
expire  at various dates through 2010. Some of the lease agreements contain
renewal  options and/or provide for scheduled increases or increases  based
on  the  Consumer Price Index. Total minimum lease payments under  each  of
these  lease  agreements,  including scheduled increases,  are  charged  to
operations on a straight line basis over the life of each respective lease.
Certain  leases  require  the payment of property  taxes,  maintenance  and
insurance. Rental expense charged to operations in 1997, 1998 and 1999  was
approximately $7.3 million, $10.6 million and $11.0 million, respectively.







      As of December 31, 1999, the minimum annual rentals payable under all
non-cancelable operating leases (includes operating stores  only)  were  as
follows:

                                                   (Amounts
                                                      in
                                                  thousands
                                                      )

Year ending December 31:
         2000                                              $11,608
         2001                                               10,186
         2002                                                9,462
         2003                                                9,239
         2004                                                8,188
         Thereafter                                         17,365

                                                      $66,048


In  addition,  the  Company  also leases certain  retail  facilities  on  a
month-to-month   basis.   The   aggregate  monthly   rental   payment   for
month-to-month leases at December 31, 1999 was approximately  $13  thousand
dollars.

Workers' Compensation

      Effective  August  11, 1993, the Company became  self-insured  as  to
workers'   compensation  claims.  The  Company  carries   excess   workers'
compensation  insurance, which covers any individual  claim  in  excess  of
$250,000  with a $2.0 million ceiling. The Company provides for  losses  of
estimated  known  and  incurred but not reported  insurance  claims.  Known
claims  are estimated and accrued when reported. At December 31, 1999,  the
Company  had  accrued  approximately $2.1 million  for  estimated  workers'
compensation claims.

      In  connection with the self-insurance of workers' compensation,  the
Company  is required by the State of California to maintain a $1.2  million
surety bond.

      The  Company is named as a defendant in various legal matters arising
in  the  normal course of business. In management's opinion, none of  these
matters will have a material effect on the Company's financial position  or
its results of operations.

Advertising

      Advertising expenses were $2.0 million, $2.4 million and $2.4 million
for 1997, 1998 and 1999, respectively.

9.  Stock Option Plan

      The  Company's  1996 Stock Option Plan provides for the  granting  of
non-qualified and incentive options to purchase up to 6,167,000  shares  of
common stock. Options may be granted to officers, employees, directors  and
consultants. Grants may be at fair market value at the date of grant or  at
a price determined by the compensation committee (the "Committee"). Options
vest  over a three year period, one third on the first anniversary date  of
grant and one third per year thereafter. Options expire ten years from  the
date of grant.










     The following table summarizes stock options available for grant.

                                Year       Year       Year
                                ended     ended      ended
                              December   December   December
                                 31,       31,        31,
                                1997       1998       1999

Beginning Balance              1,148,231     22,000  1,059,220
Authorized                             -  2,083,333  2,000,000
Granted                        (1,180,94  (1,223,04  (973,016)
                                     0)         5)
Cancelled                         54,709    176,932    148,136

Available for future grant        22,000  1,059,220  2,234,340


      A  summary of the status of the Plan for the years ended December 31,
1997, 1998 and 1999 follows:


                               December 31,   December 31,    December 31,
                                   1997           1998            1999
                                      Weight          Weight         Weight
                                        ed              ed             ed
                                      Averag          Averag         Averag
                              Shares    e     Shares    e    Shares    e
                                      Exerci          Exerci         Exerci
                                        se              se             se
                                      Price           Price          Price

Outstanding at the beginning
of the year                   935,102  $5.31  1,965,3  $8.38 2,687,5 $10.48
                                                   92             66
Granted                        1,180,9  10.59  1,223,0  23.47 973,016  35.21
                                   40              45
Exercised                      (95,941   5.25  (323,93   6.56 (437,38  15.18
                                    )              9)             0)
Cancelled                      (54,709   8.15  (176,93  10.19 (148,13  27.29
                                    )              2)             6)

Outstanding at the end of the  1,965,3   8.38  2,687,5  10.48 3,075,0  21.34
year                               92              66             66


Exercisable at the end of the  222,525  $5.33  621,469  $8.69 1,141,3 $11.83
year                                                              70

Weighted average fair value of
options granted                        $8.66          $23.47         $22.66


      The  following  table  summarizes  information  about  stock  options
outstanding at December 31, 1999.


                        Weighted    Weight           Weight
 Range of                Average      ed               ed
 Exercise    Options    Remaining   Averag  Options  Averag
  Prices    Outstandi  Contractual    e    Exercisab    e
               ng         life      Exerci    le     Exerci
                                      se               se
                                    Price             Price

$5.28-$6.69   446,758      6.4       $5.35   446,758   $5.35
  $8.73-      720,824      7.3       10.57   397,580   10.56
  $13.05
  $15.90-     856,216      8.3       22.53   243,208   22.34
  $22.80
  $24.00-   1,051,268      9.3       34.54    53,824   27.57
  $35.25

            3,075,066      8.1       21.34 1,141,370   11.83



       The  Company  has elected to continue to measure compensation  costs
associated with its stock option plan under APB 25, "Accounting  for  Stock
Issued  to  Employees" and accordingly, under SFAS No.  123,  the  expected
impact  on the Company's financial statements is included in this  expanded
footnote disclosure.





      Had  the  Company applied the fair value based method of  accounting,
which is not required, to all grants of stock options, under SFAS 123,  the
Company  would have recorded additional compensation expense  and  computed
pro  forma  net  income and earnings per share amounts as follows  for  the
years  ended December 31, 1997, 1998 and 1999 (amounts in thousands, except
for per share data):


                                           December 31,
                                        1997   1998   1999

Additional compensation expense          $3,11  $8,36  $16,0
                                            2      0     71
Pro forma net income                     17,08  21,67  12,32
                                            3      7      8
Pro forma earnings per share:
         Basic                                $0.56  $0.57  $0.37
         Diluted                              $0.55  $0.56  $0.36



      These pro forma amounts were determined by estimating the fair  value
of  each  option  on its grant date using the Black-Scholes  option-pricing
model with the following assumptions:


                                                  December 31,
                                              1997    1998     1999

Risk free interest rate                          5.4%    4.9%     5.5%
Expected life                                      10     8.8       10
                                               years   years    Years
Expected stock price volatility                   77%     67%      44%
Expected dividend yield                          None    None     None



10.  Operating Segments

     The Company has two business segments, retail operations and wholesale
distribution.  The  majority  of the product offerings  include  recognized
brand-name  consumable merchandise, regularly available  for  reorder.  The
Company's  Bargain Wholesale division sells the same merchandise at  prices
generally  below  normal wholesale levels to local, regional  and  national
distributors and exporters.

      The  accounting  policies  of the segments  are  the  same  as  those
described  above  in  the summary of significant accounting  policies.  The
Company  evaluates segment performance based on net sales and gross  profit
of each segment. Management does not track segment data or evaluate segment
performance  on  additional financial information. As such,  there  are  no
separately   identifiable  segment  assets  nor  is  there  any  separately
identifiable  statements  of  income  data  (below  gross  profit)  to   be
disclosed.

      The  Company accounts for inter-segment transfer at cost through  its
inventory accounts.

      The Company had no customers representing more than 10 percent of net
sales.  Substantially  all of the Company's net  sales  were  to  customers
located in the United States.





      Reportable segment information for the years ended December 31, 1997,
1998 and 1999 follows (in 000's).

                                   Retail  Wholesale     Total
            1997
            Net sales            $186,024    $44,831  $230,855
            Gross Margin           75,211      8,847    84,058

            1998
            Net sales            $238,868    $53,202  $292,070
            Gross Margin           99,021     10,005   109,026

            1999
            Net sales            $312,306    $47,652  $359,958
            Gross Margin          130,317     11,145   141,462



11.  401(k) Plan

      In  1998 the Company adopted a 401(k) Plan (the Plan). All full  time
employees  are  eligible  to participate in the  Plan  after  3  months  of
service.  The  Company has the option to match employee contributions.  The
Company may elect to make a discretionary contribution to the Plan. For the
year  ended December 31, 1999, no matching discretionary contributions were
made.

12.   Discontinued Operations

      On March 4, 2000, the Board of Directors approved the disposition  of
the entire operations of Universal International, Inc., which comprises the
retail operations of Odds-n-Ends, Inc. and Only Deals, Inc.

     The net losses of these operations for all periods are included in the
consolidated statements of income under "discontinued operations". Revenues
from such operations were $31,107 in 1998 and $83,264 in 1999. The carrying
value  of  the assets at December 31, 1999 was $26,928, which is net  of  a
$9,000 provision for loss on disposal.

      The  provision for loss on discontinued operations reflected  in  the
consolidated statement of income, includes the write-down of the assets  of
Universal  operations to estimate net realizable values and  the  estimated
cost  of disposing these operations along with the estimated loss of $1,200
million  through  the  estimated date of disposal, less  the  expected  tax
benefits of approximately $2,613 applicable thereto.

13.   Subsequent Events

      In  January  2000,  the  Company paid $1.4  million  to  acquire  the
remaining  minority  interest  of  Universal.  This  additional  cost   for
Universal  has  been  considered  in the  Company's  estimate  of  the  net
realizable  value  of the net assets of the discontinued operations  as  of
December 31, 1999.

      In January 2000, the Company entered into a commitment to purchase an
existing distribution facility for $7.0 million.







Item  9.  Changes in and Disagreements with Accountants on  Accounting  and
Financial        Disclosure

     None.

                                 PART III

Item 10. Directors and Executive Officers of the Registrant

     Information regarding directors of the registrant required by Item 401
of  Regulation  S-K  and  information  regarding  Directors  and  Executive
Officers  of  the  registrant required by Item 405  of  Regulation  S-K  is
presented  under  the  captions "Election of Directors,"  "Management"  and
"Section 16(a) Beneficial Ownership Reporting Compliance" in the definitive
Proxy Statement for the Company's 2000 Annual Meeting of Shareholders,  and
is incorporated herein by reference.

Item 11. Executive Compensation

      The  information required by Item 402 of Regulation S-K is  presented
under   the  caption  "Executive  Compensation"  in  the  definitive  Proxy
Statement  for  the Company's 2000 Annual Meeting of Shareholders,  and  is
incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management

      The  information required by Item 403 of Regulation S-K is  presented
under   the  caption  "Principal  Shareholders"  in  the  definitive  Proxy
Statement  for  the Company's 2000 Annual Meeting of Shareholders,  and  is
incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions

      The  information required by Item 404 of Regulation S-K is  presented
under the caption "Certain Relationships" in the definitive Proxy Statement
for  the Company's 2000 Annual Meeting of Shareholders, and is incorporated
herein by reference.

                                 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 32 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 herein.

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

4.   Reports on Form 8-K.

          None.
SIGNATURES

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

                              99 CENTS ONLY STORES
                              By
                             :
                                             /s/ Andy Farina
                                         Chief Financial Officer

      Pursuant to the requirements of the Securities Exchange Act  of  1934
this  Annual  Report  on Form 10K has been signed below  by  the  following
persons on behalf of the Registrant and in the capacities and on the  dates
indicated.

         Signature                        Title                  Date


                             Chairman of the Board and         March 28,
/S/ David Gold               Chief Executive Officer             2000

                             Senior Vice President of          March 28,
/S/ Howard Gold              Distribution and Director           2000

                             Senior Vice President of Real     March 28,
/S/ Jeff Gold                Estate and Information Systems      2000
                             and Director

                                                               March 28,
/S/ Eric Schiffer            President and Director              2000

                                                               March 28,
/S/ William Christy          Director                            2000

                                                               March 28,
/S/ Lawrence Glascott        Director                            2000

                                                               March 28,
/S/ Marvin L. Holen          Director                            2000

                                                               March 28,
/S/ Ben Schwartz             Director                            2000


                 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To 99 Cents Only Stores:

We have audited in accordance with generally accepted auditing standards in
the  United States, the consolidated financial statements of 99 Cents  Only
Stores in this Form 10-K and have issued our report thereon dated March  7,
2000.   Our audits were made for the purpose of forming an opinion  on  the
basic  consolidated  financial statements taken as a  whole.  The  schedule
listed  in  item  14 and included on page 50 is the responsibility  of  the
Company's  management and is presented for purposes of complying  with  the
Securities  and Exchange Commission's rules and is not part  of  the  basic
consolidated financial statements. This schedule has been subjected to  the
auditing  procedures  applied  in  the audits  of  the  basic  consolidated
financial  statements and, in our opinion, fairly states  in  all  material
respects the financial data required to be set forth therein in relation to
the basic consolidated financial statements taken as a whole.




ARTHUR ANDERSEN LLP

Los Angeles, California
March 7, 2000

                              99 ONLY STORES
             SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
    For Each of the Three Years in the Period Ended December 31, 1999


                                 Beginni                            End
                                   ng    Additio  Reducti  Other    of
                                 of Year    n       on             Year
                                         (Amounts in Thousands)
For the year ended December 31,
1999:
   Allowance for doubtful accounts     $169              $29           $140
   Inventory reserves                 2,589            1,086          1,503
For the year ended December 31,
1998:
   Allowance for doubtful accounts      178        -       9        -   169
   Inventory reserves                 3,762        -   1,173        - 2,589
For the year ended December 31,
1997:
   Allowance for doubtful accounts      211        -      33        -   178
   Inventory reserves                $4,052        -    $290        - $3,76
                                                                       2



Exhibit Index



Exhib Exhibit Description
it
Numbe
r

  3.1 Amended and Restated Articles of Incorporation of the
      Registrant.(1)
  3.2 Amended and Restated Bylaws of the Registrant.(1)
  4.1 Specimen certificate evidencing Common Stock of the Registrant.(1)
 10.1 Form of Indemnification Agreement and Schedule of Indemnified
      Parties.(1)
 10.2 [Reserved]
 10.3 Form of Tax Indemnification Agreement, between and among the
      Registrant and the Existing Shareholders.(1)
 10.4 1996 Stock Option Plan.(1)
 10.6 Lease for 13023 Hawthorne Boulevard, Hawthorne, California, dated
      April 1 1994, by and between the Registrant as Tenant and HKJ Gold,
      Inc. as Landlord, as amended.(1)
 10.7 Lease for 6161 Atlantic Boulevard, Maywood, California, dated
      November 11, 1985, by and between the Registrant as Lessee and
      David and Sherry Gold, among others, as Lessors.(1)
 10.8 Lease for 14139 Paramount Boulevard, Paramount, California, dated
      as of March 1 1996, by and between the Registrant as Tenant and
      14139 Paramount Properties as Landlord, as amended.(1)
 10.9 Release Agreement, dated March 25, 1996, regarding 11382 Beach
      Boulevard, Stanton, California, by and between the Registrant and
      11382 Beach Partnership.(1)
10.10 Lease for 6124 Pacific Boulevard, Huntington Park, California,
      dated January 31, 1991, by and between the Registrant as Tenant and
      David and Sherry Gold as the Landlord, as amended.(1)
10.11 Lease for 14901 Hawthorne Boulevard, Lawndale, California, dated
      November 1, 1991, by and between Howard Gold, Karen Schiffer and
      Jeff Gold, dba 14901 Hawthorne Boulevard Partnership as Landlord
      and the Registrant as Tenant, as amended.(1)
10.12 Lease for 5599 Atlantic Avenue, North Long Beach, California, dated
      August 13, 1992, by and between the Registrant as Tenant and HKJ
      Gold, Inc. as Landlord, as amended.(1)
10.13 Lease for 1514 North Main Street, Santa Ana, California, dated as
      of November 12, 1993, by and between the Registrant as Tenant and
      Howard Gold, Jeff Gold, Eric J. Schiffer and Karen R. Schiffer as
      Landlord, as amended.(1)
10.14 Lease for 6121 Wilshire Boulevard, Los Angeles, California, dated
      as of July 1, 1993, by and between the Registrant as Tenant and HKJ
      Gold, Inc. as Landlord, as amended; and lease for 6101 Wilshire
      Boulevard, Los Angeles, California, dated as of December 1, 1995,
      by and between the Registrant as Tenant and David and Sherry Gold
      as Landlord, as amended.(1)
10.15 Lease for 8625 Woodman Avenue, Arleta, California, dated as of July
      8, 1993, by and between the Registrant as Tenant and David and
      Sherry Gold as Landlord, as amended.(1)
10.16 Lease for 2566 East Florence Avenue, Walnut Park, California, dated
      as of April 18, 1994, by and between HKJ Gold, Inc. as Landlord and
      the Registrant as Tenant, as amended.(1)
10.17 Lease for 3420 West Lincoln Avenue, Anaheim, California, dated as
      of March 1, 1996, by and between the Registrant as Tenant and HKJ
      Gold, Inc. as Landlord, as amended.(1)
10.18 Master Lease for 4000 East Union Pacific Avenue, City of Commerce,
    . California ("Warehouse and Distribution Facility Lease"), dated as
      of December 20, 1993, by and between the Registrant as Lessee and
      TBC Realty II Corporation ("TBC") as Lessor, together with Lease
      Guaranty ("Lease Guaranty"), dated December 20, 1993, by and
      between Sherry and David Gold and TBC with respect thereto and
      Letter Agreement, dated December 15, 1993, among Registrant, The
      Mead Corporation, TBC and Citicorp Leasing, Inc. with respect to
      the Lease Guaranty.(1)
10.10 Hawaiian Gardens Indemnity Agreement, dated as of March 25, 1996,
      by and between the Registrant and HKJ Gold, Inc.(1)
10.20 North Broadway Indemnity Agreement, dated as of May 1, 1996, by and
      between HKJ Gold, Inc. and the Registrant.(1)
10.21 Lease for 2606 North Broadway, Los Angeles, California, dated as of
      May 1, 1996, by and between HKJ Gold, Inc. as Landlord and the
      Registrant as Tenant.(1)
10.22 Grant Deed concerning 8625 Woodman Avenue, Arleta, California,
      dated May 2, 1996, made by David Gold and Sherry Gold in favor of
      Au Zone Investments #2, L.P., a California limited partnership.(1)
10.23 Grant Deed concerning 6101 Wilshire Boulevard, Los Angeles,
      California, dated May 2, 1996, made by David Gold and Sherry Gold
      in favor of Au Zone Investments #2, L.P., a California limited
      partnership.(1)
10.24 Grant Deed concerning 6124 Pacific Boulevard, Huntington Park,
      California, dated May 2, 1996, made by David Gold and Sherry Gold
      in favor of Au Zone Investments #2, L.P., a California limited
      partnership.(1)
10.25 Grant Deed concerning 14901 Hawthorne Boulevard, Lawndale,
      California, dated May 2, 1996, made by Howard Gold, Karen Schiffer
      and Jeff Gold in favor of Au Zone Investments #2, L.P., a
      California limited partnership.(1)
 11.1 Statements Regarding Computation of Per Share Earnings*
 21.1 Subsidiaries of the Registrant. Universal International Inc., Only
      Deals, Inc., Odd's-N-End's Inc.
 23.1 Consent of Arthur Andersen LLP.*
 27.1 Financial Data Schedule*






*    Filed herewith

(1)  Incorporated by reference from the Company's Registration Statement on
Form S-1
      as filed with the Securities and Exchange Commission on May 21, 1996.

(2)  Incorporated by reference from the Company's Registration Statement on
Form  S-3  as         filed with the Securities and Exchange Commission  on
March 31, 1998.

















Exhibit 11.1

                           99 CENTS ONLY STORES
                   STATEMENTS REGARDING COMPUTATION OF
                            PER SHARE EARNINGS
              (Amounts in Thousands, Except Per Share Data)

                                                          December 31,
                                                       1997   1998   1999
Income from continuing operations                      $18,95 $26,49  $34,13
                                                           0      2       8
Income (loss) from discontinued operations, net             -    201  (3,167
                                                                          )
Loss from disposal of discontinued operation, net           -      -  (9,000
                                                                          )
   Net Income                                            $18,95 $26,69  $21,97
                                                           0      3       1
Common Stock:
   Shares outstanding from beginning of period           30,868 30,964  32,988
Pro-rata shares-stock issuance                               36  1,081     264

    Basic weighted average number of common shares        30,904 32,045  33,252
outstanding

   Common stock equivalents                                 356    706     733

    Diluted weighted average number of common shares      31,260 32,751  33,985
outstanding



Income from continuing operations:
   Basic                                                  $0.61  $0.82   $1.03
   Diluted                                                $0.61  $0.81   $1.00
Income (loss) from discontinued operation:
   Basic                                                      -  $0.01  ($0.10
                                                                          )
   Diluted                                                    -  $0.01  ($0.09
                                                                          )
Loss from disposal of discontinued operation:
   Basic                                                      -      -  ($0.27
                                                                          )
   Diluted                                                    -      -  ($0.26
                                                                          )
Net Income
   Basic                                                  $0.61  $0.83   $0.66
   Diluted                                                $0.61  $0.82   $0.65



























                 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As  independent public accountants, we hereby consent to the  incorporation
of  our  reports included in this Form 10-K, into the Company's  previously
filed Registration Statement File Nos. 333-26575, 333-80185 and 333-66729.




ARTHUR ANDERSEN LLP


Los Angeles, California
March 28, 2000












































EXHIBIT 27.1



[PERIOD-TYPE]                            12-MOS
[FISCAL-YEAR-END]                   DEC-31-1999
[PERIOD-START]                      JAN-01-1999
[PERIOD-END]                        DEC-31-1999
[CASH]                                    7,984
[SECURITIES]                             59,571
[RECEIVABLES]                             3,356
[ALLOWANCES]                              (140)
[INVENTORY]                              53,932
[CURRENT-ASSETS]                        122,368
[PP&E]                                   69,541
[DEPRECIATION]                         (20,119)
[TOTAL-ASSETS]                          224,015
[CURRENT-LIABILITIES]                    16,731
[BONDS]                                       0
[PREFERRED-MANDATORY]                         0
[PREFERRED]                                   0
[COMMON]                                116,775
[OTHER-SE]                               78,765 <FN 1>
[TOTAL-LIABILITY-AND-EQUITY]            224,015
[SALES]                                 359,958
<TOTAL-REVENUE>                         359,958
[CGS]                                   218,496
[TOTAL-COSTS]                            80,089
[OTHER-EXPENSES]                              0
[LOSS-PROVISION]                              0
[INTEREST-EXPENSE]                        (746)
[INCOME-PRETAX]                          56,505
[INCOME-TAX]                             22,367
[INCOME-CONTINUING]                      34,138
[DISCONTINUED]                          (3,167)
[EXTRAORDINARY]                         (9,000)
[CHANGES]                                     0
[NET-INCOME]                             21,971
[EPS-BASIC]                              0.66
[EPS-DILUTED]                              0.65
[FN]
<FN1> Retained Earnings