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, 2000
                                    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
of Incorporation or Organization)      Identification 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. o

      The aggregate market value of Common Stock held by non-affiliates  of
the  Registrant  on  March 21, 2001 was $1,180,554,066 based  on  a  $22.96
closing  price  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, 51,417,860 Shares as of March 21, 2001

      Portions  of  Part  III  of  this report have  been  incorporated  by
reference   from  the  Company's  Proxy  Statement  for  the  2001   Annual
Shareholders meeting.



                           99 CENTS ONLY STORES
                            Table of Contents



                                                                      Pag
                                                                       e
                                 Part I
Item 1. Business                                                         2
Item 2. Properties                                                      12
Item 3. Legal Proceedings                                               13
Item 4. Submission of Matters to a Vote of Security Holders             13
                                 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     17
       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


SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

       This  Report  contains  statements that constitute  "forward-looking
statements"  within  the meaning of Section 21E of  the  Exchange  Act  and
Section  27A  of  the  Securities  Act.  The  words  "expect,"  "estimate,"
"anticipate",  "predict," "believe" and similar expressions and  variations
thereof   are   intended  to  identify  forward-looking  statements.   Such
statements  appear  in  a  number of places  in  this  filing  and  include
statements regarding the intent, belief or current expectations of 99 Cents
Only  Stores  (the "Company"), its directors or officers with  respect  to,
among  other things (a) trends affecting the financial condition or results
of  operations of the Company and (b) the business and growth strategies of
the Company. The stockholders of the Company are cautioned not to put undue
reliance   on   such   forward-looking  statements.  Such   forward-looking
statements are not guarantees of future performance and involve  risks  and
uncertainties,  and  actual  results  may  differ  materially  from   those
projected in this Report, for the reasons, among others, discussed  in  the
Sections - "Management's Discussion and Analysis of Financial Condition and
Results  of  Operations"  and "Risk Factors."  The  Company  undertakes  no
obligation  to publicly revise these forward-looking statements to  reflect
events  or  circumstances that arise after the date hereof. Readers  should
carefully review the risk factors described in other documents the  Company
files  from  time  to  time  with the Securities and  Exchange  Commission,
including  the  Quarterly Reports on Form 10-Q and any Current  Reports  on
Form 8-K filed by the Company.
                                  PART I

Item 1. Business

      99  Cents  Only  Stores  (the "Company") is a  leading  deep-discount
retailer  of  primarily  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  2000,  a majority of the Company's product offerings were comprised  of
recognizable  name-brand  merchandise  and  were  regularly  available  for
reorder. 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 beverage
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. As of March 22, 2001, the Company operates 104 retail
stores,  99 in Southern California, 2 in Central California and  3  in  Las
Vegas,  Nevada.  These stores have an average size of approximately  19,200
square feet. The Company's 99 Cents Only Stores generated average net sales
per  estimated saleable square foot of $318, which the Company believes  is
among  the  highest  in the deep-discount convenience store  industry,  and
average  net sales per store of $4.5 million for stores open the full  year
in 2000.

      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  and  its
average  size  store, in conjunction with 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  98  stores  and
1,424,280 estimated saleable square feet at December 31, 2000, representing
a  compound  annual growth rate ("CAGR") of 22% and 34%, respectively.  The
Company believes that its attractive store-level economics facilitates  its
expansion.  Historically,  the Company's 99 Cents  Only  Stores  have  been
profitable  within their first year of operation. In the first  quarter  of
2001,  the Company opened seven stores and closed one and plans to open  an
additional 19 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 and Central California market  and  the  Clark
County, Nevada market has the potential for over 199, 99 Cents Only Stores.
The  Company intends to expand into Arizona in 2001 and believes  that  the
Arizona market has the potential for 35 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 11.0% of the Company's net sales in 2000.

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 2000,  the  Company
purchased   merchandise   from   more   than   999   suppliers,   including
Colgate-Palmolive Company, The Dial Corp., Eveready Battery  Company  Inc.,
General  Electric  Company, Gerber Products Company, Hershey  Foods  Corp.,
Johnson  &  Johnson,  Kraft General Foods, Inc.,  Lever  Brothers  Company,
Mattel  Inc.,  The  Mead Corporation, Nabisco Inc., 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  including frozen and deli items, 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 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 $40.5 million  in  1996  to  $49.9
million in 2000, primarily due to an increased focus on large domestic  and
international  accounts  and  expansion into new  geographic  markets.  The
Company  maintains showrooms in New York City and Chicago  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 104 existing 99 Cents Only Stores average
approximately 19,200 gross square feet. Since January 1, 1996, the  Company
has  opened 69 new stores with an average of 20,500 gross square  feet  and
currently  targets  new  store locations between 15,000  and  25,000  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 employees with tenure of  more  than  six
months  with  the Company receive an annual grant of stock options.  As  of
December  31, 2000, the Company's employees (other than executive officers)
held options to purchase an aggregate of 4,092,690 shares, or over 7.9%  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:

The  Western  United  States  has Significant  Potential  for  Growth.  The
Company's  99  Cents  Only Stores are located primarily  in  Southern  [and
Central] California. 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 three stores in
Las  Vegas,  Nevada. The Company has plans to open at least 25 net  new  99
Cents  Only  Stores in 2001. The 2001 store additions will  be  located  in
Southern and Central California and Las Vegas, Nevada. The Company  intends
to  open  its first store in the Phoenix Arizona area in 2001. The  Company
will have opened seven new stores in the first three months of 2001, net of
one  closure,  six stores in California and one in Las Vegas,  Nevada.  The
Company plans to open additional 19 net new stores during the remainder  of
2001. The Company has secured sites for six additional store locations  and
has  signed  nine  letters  of  intent to lease  prospective  store  sites.
Generally, the Company expects that at least 50% of the letters  of  intent
will  become store sites. 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  and  Central
California  market  and  the  Clark County, Nevada  area  market  have  the
potential  for over 199, 99 Cents Only Stores. It also estimates  that  the
Arizona market has the potential for 35 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 and opened an additional  store  in  Las
Vegas,  Nevada  in March of 2000. Both stores have performed above  Company
expectations and have consistently been two of the Company's top performing
stores.

Acquisitions.   The  Company considers lease 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,  primarily
for the purpose of acquiring favorable lease locations.

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 Store operations (dollar
amounts in thousands, except sales per square foot):

                                       Year Ended December 31,
                             1996      1997     1998     1999       2000


99 Cents Only Stores net
retail sales                $143,163 $186,024 $238,868  $312,306   $402,071
99 Cents Only Stores annual
net sales growth rate          17.3%    29.9%    28.4%     30.7%      28.7%
99 Cents Only Stores store
count at beginning of year        36       43       53        64         78
New stores                          8       10       13        18         20
Stores closed                    1(a)        -     2(a)      4(a)          -
Total store count at year          43       53       64        78         98
end
Average 99 Cents Only Stores
net sales per store open
the full year(b)              $3,667   $3,750   $4,147    $4,433     $4,487
Estimated saleable square
footage at year end for 99
Cents Only Stores            455,200  631,500  822,900  1,102,36  1,424,280
                                                               9
Average net sales per
estimated saleable square       $389     $354     $335      $332       $318
foot(b)
Change in comparable 99
Cents Only Stores net           2.8%     1.5%     4.3%      6.1%       2.0%
sales(c)
(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)  In 1996, 99 Cents Only Stores computed comparable net sales for stores
     open  for  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 retails elsewhere from $1.19 to $9.99, 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 such as
food,  including  frozen and deli, beverages, health and  beauty  aids  and
household products (cleaning supplies, paper goods, etc.). The stores  also
carry  house-wares  (glassware, kitchen items, etc.), hardware,  stationary
and  party goods, seasonal, baby products and toys, giftware, pet  products
and clothing.

      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
closeout  purchasing  strategy in 1976, the  Company  has  not  experienced
difficulty  in  obtaining  name brand closeouts  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  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 22, 2001, the Company  had
104,  99  Cents Only Stores. The stores include 101 locations  in  Southern
[and  Central] California, and 3 stores located in Las Vegas,  Nevada.  The
stores  average over 19,200 gross square feet. Since January 1,  1996,  the
Company has opened 69 new stores that average over 19,200 gross square feet
and  currently targets new store locations between 15,000 and 25,000  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 104 existing 99 Cents Only Stores  are
located  in  California and Nevada: 101 in seven counties in Southern  [and
Central] California and 3 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,  like  a  typical  supermarket,   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  93  of  its 104 99  Cents  Only  Stores  retail
locations. The Company typically seeks leases with an initial five-year  to
ten-year  term  and  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 10 relocations to 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  20  district  managers and two regional 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 two regional managers that report to 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  cashier's
training   school  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 $2.4 million, $2.4 million  and
$2.7  million for 1998, 1999 and 2000, respectively, or 0.8%, 0.7% and 0.6%
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  2000,  Bargain Wholesale sold merchandise to over 999  customers,
including  other  wholesalers, small local retailers,  large  regional  and
national retailers and exporters. During 2000, no single customer accounted
for more than 4.5% 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 recently begun 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 thirteen 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 1.8% of the Company's total purchases in 2000. During 2000,  the
Company  purchased  merchandise  from more than  999  suppliers,  including
Colgate-Palmolive Company, 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, Nabisco Inc.,  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 four years.

      A  significant portion of the merchandise purchased by the Company in
2000  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 closeout 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  2000,  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
from  various European, South American and Asian countries with the  single
largest supplier coming from Europe. Merchandise directly imported  by  the
Company  accounted for approximately 11% of total merchandise purchased  in
2000.  The  Company  primarily imports merchandise in  product  categories,
which  are  not brand sensitive to consumers such as kitchen items,  house-
wares, toys, seasonal products, pet-care and hardware.

Warehousing and Distribution

      The  Company owns 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  located  in  this
facility.  The  Company  also leases an additional 80,000  square  foot  of
warehouse  storage  space  adjacent to its main distribution  facility  and
15,000  square feet of deli and frozen product storage space.  All  of  the
three sites are located near downtown Los Angeles and have close access  to
the  Southern  California freeway and rail systems and  the  ports  of  Los
Angeles  and Long Beach. The main distribution facility has 129 dock  doors
available  for receiving or shipping, over 25 dock levers and, new  racking
with  over  10,000 pallet positions. 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 48 tractors and 75 trailers, which are
primarily  used to deliver merchandise to its stores. Full truck deliveries
are made from its distribution center to each store typically three 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  in
conjunction with the Company's buyers (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  size  of  the
Company's  distribution  center allows storage of bulk  one-time  close-out
purchases and seasonal or holiday items without incurring additional costs.
The Company believes that its current warehouse and distribution facilities
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 IBM UNIX based in-house developed inventory  control
system.  The Company's store ordering system was upgraded in 2000 utilizing
a  radio  frequency  hand  held scanning device.  This  system  also  is  a
customized system and has improved the overall order processing turn around
time  as  well as improving the inventory availability to the stores.  This
system  is  processed from a back office PC system at each retail location.
The  Company has installed a Wide Area Network (WAN) to improve  voice  and
data  communications among the stores, the warehouse and the administrative
functions.    The Company implemented a test of Point of Sale with  barcode
scanning (POS) at a single retail location in late 2000 and plans to expand
this test to 5 locations and complete the POS test by the end of the second
quarter of 2001.

      The  Company's  Information  Systems  staffing  is  comprised  of  13
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, 2000, the Company had 4,044 employees: 3,526 in  its
retail  operation, 371 in its warehouse and distribution facility,  130  in
its  corporate  offices  and  17 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 (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,  hired before January 1, 2001 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 22, 2001 the Company  leased
93  of  its  104  existing stores and the Company owned its  warehouse  and
distribution  facilities  (where its executive offices  are  located).  The
Company  also  owns  a  warehouse facility  in  Eagan,  Minnesota  that  is
currently  leased  to  Universal International.  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  22,  2001, the Company leased  93  of  its  104  store
locations.  The Company currently leases 13 store locations and  a  parking
lot associated with one of these stores from the Gold 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 March 22,  2001,  information
relating  to  the expiration dates of the Company's current  retail  stores
leases:

Expiri Expirin  Expirin  Expiring
  ng      g        g       2006
 2001  2002-20  2004-20 and Beyond
          03      05

 7(a)     9       29        48


(a)  Includes two store leased on a month-to-month basis.

      The  Company has purchased 11 locations, one opened in 1996,  two  in
1997, one in 1998, three in 1999, two in 2000, one in 2001 and one existing
store. The Company may also purchase other locations in the future.

      As  of  March  22,  2001,  the  Company  owned  its  main  warehouse,
distribution and executive office facility, located in the City of Commerce
California. The Company had been leasing this facility since December 1993.
At  that  time,  the Company entered into a seven year,  triple  net  lease
agreement  with a purchase option, which was 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 exercised its option to purchase the building in December 2000  for
$10.5 million. The Company funded the acquisition of this facility from its
investments in marketable securities. The Company also leases an additional
80,000  square  feet  of  warehouse storage  space  adjacent  to  its  main
distribution  facility and 15,000 square feet of deli  and  frozen  product
storage space which is also located in the vicinity.

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  material  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 three for  two  stock  split
effected in the form of stock dividend paid on March 20, 2001.

                                                       Price Range
                                                        High   Low

1999:
   First Quarter                                           $24.5 $19.8
                                                            9     7
   Second Quarter                                          25.09 20.50
   Third Quarter                                           25.46 17.21
   Fourth Quarter                                          19.13 12.59
2000:
   First Quarter                                           $26.1 $15.5
                                                            7     0
   Second Quarter                                          28.71 22.67
   Third Quarter                                           36.87 26.29
   Fourth Quarter                                          33.46 13.67
2001:
   First Quarter through March 21, 2001                    22.96 11.86

      The closing price as reported on March 21, 2001 on the New York Stock
Exchange is set forth on the cover page of this Form 10-K. As of March  21,
2001,  the  Company had approximately 11,868 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,  1998,
1999, and 2000, and the balance sheet data as of December 31, 1999 and 2000
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 years ended December 31,
1996 and 1997, and the balance sheet data as of December 31, 1996, 1997 and
1998  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,
                              1996     1997      1998     1999     2000
                             (Amounts in thousands, except per share and
                                           operating data)
Statement of Operations Data:
Net sales:
   99 Cents Only Stores        $143,163  $186,024 $238,868 $312,306 $402,071
   Bargain Wholesale(g)          40,480    44,831   53,202   47,652   49,876


         Total                     183,643   230,855  292,070  359,958  451,947
Cost of sales                 120,922   146,797  183,044  218,496  275,395

Gross profit                   62,721    84,058  109,026  141,462  176,552
Selling, general and
administrative expenses:
   Operating expenses            37,683    49,850   62,424   80,089  107,981
   Depreciation and               2,009     2,989    4,506    5,927    8,666
amortization


         Total operating expenses   39,692    52,839   66,930   86,016  116,647


Operating income               23,029    31,219   42,096   55,446   59,905
Other (income) expense, net     (126)     (855)  (1,428)  (1,059)  (3,617)


Income from continuing
operations before provision
for income taxes              23,155    32,074   43,524   56,505   63,522
Provision for income
taxes(a):
   Pro forma                      9,453         -        -        -        -


   Historical                     2,418    13,124   17,032   22,367   24,664


Income from continuing
operations(a):                               -        -        -        -
   Pro forma                     13,702         -        -        -        -



   Historical                   $20,737   $18,950  $26,492  $34,138  $38,858



   Income (loss) from
discontinued operation net
of income tax provision of
$910 in 1998 and income tax
benefit of $2,111 and $700
in 1999 and 2000                   -         -      201  (3,167)  (1,050)
respectively
   Loss on disposal of
discontinued operation
including a provision of
$1,200 for operating losses
during phase-out period,
net of income benefit of           -         -        -  (9,000)        -
$2,613

Net Income                      $20,737   $18,950  $26,693  $21,971  $37,808

Earnings per common share
from     continuing
operations (a)(f):
     Pro forma-Basic              $0.34         -        -        -        -
     Pro forma-Diluted            $0.31         -        -        -        -
     Historical-Basic             $0.52     $0.41    $0.55    $0.68    $0.77
     Historical-Diluted           $0.47     $0.40    $0.54    $0.67    $0.75
Earnings (loss) per common
share   from discontinued
operations(f):
     Historical-Basic                 -         -    $0.01  ($0.06)  ($0.02)
     Historical-Diluted               -         -        -  ($0.06)  ($0.02)
Earnings (loss) per common
share   from disposal of
discontinued
operations(f):
     Historical-Basic                 -         -        -  ($0.18)        -
     Historical-Diluted               -         -        -  ($0.18)        -
Earnings per common share
(a)(f):
     Pro forma-Basic              $0.34         -        -        -        -
     Pro forma-Diluted            $0.31         -        -        -        -
     Historical-Basic             $0.52     $0.41    $0.56    $0.44    $0.75
     Historical-Diluted           $0.47     $0.40    $0.54    $0.43    $0.73
Weighted average number of
common shares outstanding:
     Pro forma-Basic             40,258         -        -        -        -
     Pro forma-Diluted (b)       43,998         -        -        -        -
     Historical-Basic            40,258    46,356   48,068   49,878   50,750
     Historical-Diluted          43,998    46,890   49,127   50,978   51,722

Company Operating Data:
Sales Growth
   99 Cents Only Stores           17.3%     29.9%    28.4%    30.7%    28.7%
   Bargain Wholesale(g)            33.4      10.7     18.7   (10.0)      4.7
   Total Company sales             20.2      25.7     26.5     23.2     25.6
Gross margin                     34.2      36.4     37.3     39.3     39.1
Operating margin                 12.5      13.5     14.4     15.4     13.3
Income from continuing
operations:
     Pro forma                      7.5         -        -        -        -
     Historical                    11.3       8.2      9.1      9.5      8.6

Retail Operating Data(c):
99 Cents Only Stores at end
of period                         43        53       64       78       98
Change in comparable stores
net sales (d)                   2.8%      1.5%     4.3%     6.1%     2.0%
Average net sales per store
open the full year            $3,667    $3,750   $4,147   $4,433   $4,487
Average net sales per
estimated saleable square       $389      $354     $335     $332     $318
foot(e)
Estimated saleable square
footage at year end          455,200   631,500  822,900 1,102,36 1,424,28
                                                               9        0


                                         As of December 31,
                              1996     1997      1998     1999     2000

Balance Sheet Data:
   Working capital              $58,822   $60,791  $81,439 $105,637 $166,779
   Total assets                  98,997   119,443  194,167  224,015  277,285
   Long-term debt                     -         -        -        -        -
   Capital lease obligation,
including current portion      9,366     8,709    8,005    7,251        -
   Total shareholders' equity    76,505    96,308  164,365  195,540  253,533


(a)      Prior  to  May 1, 1996 the Company was treated as an S corporation
  for federal and       state income tax purposes. The presentation for 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.

(b)  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.

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

(d)  For  the year 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.
(e)  Computed based upon estimated total saleable square footage of  stores
     open for the entire period.

(f)  All  earnings  per  share amounts have been restated  to  reflect  the
     adoption of SFAS No. 128, "Earnings per Share," effective December 15,
     1997 and the three-for-two stock split distributed on March 20, 2001.

(g)   In 1998, Bargain Wholesale sales includes $12.0 million inter-company
sales               to Universal billed at cost.

Item  7.  Management's Discussion and Analysis of Financial  Condition  and
Results of Operations

      The following management's 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  22,  2001,
operated  a chain of 104 deep-discount 99 Cents Only Stores. The  Company's
growth during the last three fiscal years has come primarily from new store
openings  and growth in its Bargain Wholesale division. The Company  opened
thirteen,  eighteen and twenty stores in 1998, 1999 and 2000,  respectively
(eleven,  fourteen and twenty, respectively, net of relocated stores).  The
Company  opened seven stores and closed (relocated) one through  March  22,
2001 (4 stores in Southern, two in Central California and one in Las Vegas,
Nevada).  The Company plans to open an additional 19 net new stores  during
the  remainder  of  the  year, including stores in  Phoenix,  Arizona.  The
Company has secured sites for six additional store locations.

      Bargain  Wholesale's growth over the three years ended  December  31,
2000 was primarily attributable to an increased focus on large domestic and
international  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.

      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,  1998  to
December  31,  2000, average net sales per estimated saleable  square  foot
(computed on 99 Cents Only Stores open for a full year) declined from  $335
per  square foot to $318 per square foot. This trend reflects the Company's
determination  to  target  larger  locations  for  new  store  development.
Existing  stores  average  approximately 19,200 gross  square  feet.  Since
January  1,  1996,  the  Company has opened 69 new  stores  (including  one
relocation in 1996, two in 1998 and four in 1999) that average 20,500 gross
square  feet.  The  Company currently targets new store  locations  between
15,000 and 25,000 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
income  from continuing operations in each of the last five years. In  2000
it  had net sales of $451.9 million, operating income of $59.9 million  and
income from continuing operations of $38.9 million before a charge of  $1.1
million  from  the discontinued operation, representing a 25.6%,  8.0%  and
13.8% increase over 1999, respectively. From 1996 through 2000, the Company
had  a  CAGR  in  net  sales, operating income and income  from  continuing
operations of 25.3%, 27.0% and 29.8%, respectively.

Recent Developments

     Universal  International. In December 1999, the Company 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.  In
conjunction with its revised growth strategy, the Company decided  to  sell
its  Universal  International,  Inc. and Odd's-n-End's,  Inc.  subsidiaries
(together  "Universal").  Universal operated a  multi-price  point  variety
chain, with 65 stores located in the Midwest, Texas and New York, under the
trade  names Only Deals and Odd's-N-End's. Among other factors, the Company
also  considered  its successful opening of its first 99 Cents  Only  Store
outside the state of California, in Las Vegas, Nevada. Given the success to
date  of  the  Las Vegas, Nevada stores, the Company believes that  the  99
Cents  Only  Stores  concept  is portable to areas  outside  the  state  of
California.  As  a  result,  the  Company has  focused  greater  management
resources  to  increase its store growth rate and expand  more  rapidly  in
Nevada and into Arizona.

     The  Company  also adopted a definitive plan to sell Universal  within
one  year,  as  set  forth  by guidelines for the accounting  treatment  of
discontinued operations. The Company engaged an investment-banking firm  to
evaluate  and  identify  potential buyers for the  Universal  business  and
expected  to sell Universal within the one-year time frame. The  investment
banking  firm's marketing process focused upon selling the  business  as  a
going concern. From June 2000 through August 2000, sales presentations were
delivered  to both strategic buyers and financial buyers. This process  did
not  generate  the expected interest level from potential buyers  that  had
been  anticipated.  The  highest  offer  for  the  Universal  business  was
significantly  less than the Company's expectations. As  a  result  of  the
difficulties  encountered in trying to sell Universal and the necessity  to
complete  the process by December 31, 2000, it was decided by the board  of
directors  to  be in the Company's and the shareholders' best  interest  to
sell Universal for the Company's carrying value as of the close of business
on September 30, 2000 to Universal Deals, Inc. and Universal Odd's-n-End's,
Inc.,  both  of  which  are  owned 100% by  David  and  Sherry  Gold,  both
significant shareholders of 99 Cents Only Stores. Mr. Gold is also Chairman
and  CEO  of 99 Cents Only Stores. The Gold's plan to market and  sell  the
Universal  business  at a time they determined appropriate  in  an  orderly
fashion,  either as a whole company, or in clusters of stores or  by  unit.
The  sale was effective as of the close of business on September 30,  2000.
The  purchase  price for Universal was paid in cash and was  equal  to  the
Company's  carrying  book  value, as is, of  the  assets  of  Universal  at
September 30, 2000 or $33.9 million. The net assets at September  30,  2000
included  $29.2 million in inventory, net fixed assets of $7.6 million  and
$0.6  million of other assets. These assets were offset by $3.5 million  of
accounts  payable, accrued and other liabilities. In connection  with  this
transaction,   99   Cents   Only  Stores  is  providing   certain   ongoing
administrative services to Universal pursuant to a services agreement for a
management  fee of 6% of Universal sales revenues. It is expected  that  99
Cents Only Stores will be reimbursed for its full costs incurred with these
services.  During the fiscal year 2000, the Company recorded an  additional
net  loss from discontinued operations of $1.1 million, net of tax  benefit
of $0.7 million, for operating losses incurred through the date of sale, in
excess of the amounts originally provided in 1999. In the fourth quarter of
2000,  the  Company has received $1.3 million in management fees under  the
management  agreement with Universal. The Company has  also  received  $0.4
million  in  lease  payments  for  rental of  a  distribution  facility  to
Universal.

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,
                                       1998         1999         2000
                                           (Amounts in thousands)

Net sales:

   99 Cents Only Stores                $238,8 81.8  $312,3 86.8  $402,0 89.0
                                        68    %      06    %      71    %
   Bargain Wholesale                   53,202 18.2  47,652 13.2  49,876 11.0

     Total                              292,07 100.  359,95 100.  451,94 100.
                                         0    0       8    0       7    0
Cost of sales                        183,04 62.7  218,49 60.7  275,39 60.9
                                         4            6            5

   Gross profit                        109,02 37.3  141,46 39.3  176,55 39.1
                                         6            2            2
Selling, general and administrative
expenses:
   Operating expenses                  62,424 21.4  80,089 22.3  107,98 23.9
                                                                   1
   Depreciation and amortization        4,506  1.5   5,927  1.6   8,666  1.9

     Total                              66,930 22.9  86,016 23.9  116,64 25.8
                                                                   7

Operating income                     42,096 14.4  55,446 15.4  59,905 13.3
Other (income) expense, net          (1,428 (0.5  (1,059 (0.3  (3,617 (0.8
                                         )    )       )    )       )    )

Income from continuing operations
before provision for income taxes   43,524 14.9  56,505 15.7  63,522 14.1
Provision for income taxes             17,032  5.8  22,367  6.2  24,664  5.5

Income from continuing operations      26,492  9.1  34,138  9.5  38,858  8.6

Income (loss) from discontinued
operation   net of income tax
provision of $910 in   1998, an
income tax benefit of $2,111           201  0.0  (3,167 (0.9  (1,050 (0.2
and $700 in 1999 and 2000                             )    )       )    )
respectively.
Loss from disposal of discontinued
operation including a provision of
$1,200  for operating losses
during the phase-out net of income
tax benefit of $2,613                    -    -  (9,000 (2.5       -    -
                                                      )    )
   Net Income                          $26,69 9.1%  $21,97 6.1%  $37,80 8.4%
                                         3            1            8


Year Ended December 31, 2000 Compared to Year Ended December 31, 1999

Net  Sales.  Total net sales increased $92.0 million, or 25.6%, from $360.0
million  in 1999 to $451.9 million in 2000. 99 Cents Only Stores net  sales
increased  approximately $89.8 million, or 28.7%, from  $312.3  million  in
1999  to  $402.1  million in 2000. Bargain Wholesale  net  sales  increased
approximately  $2.2 million, or 4.7%, from $47.7 million in 1999  to  $49.9
million  in  2000.  The  increase in 99 Cents Only  Stores  net  sales  was
attributed  to the net effect of 20 net new stores opened in 2000  and  the
full  year effect of 18 stores opened in 1999. Comparable stores net  sales
increased  2.0%  from 1999 to 2000. The increase in Bargain  Wholesale  net
sales was primarily attributed to an increased focus on large international
and domestic accounts and expansion into new geographic markets.

Gross  profit.  Gross profit, which consists of total net sales, less  cost
of  sales,  increased approximately $35.1 million, or  24.8%,  from  $141.5
million  in  1999 to $176.6 million in 2000. The increase in  gross  profit
dollars  was primarily due to higher sales volume. As a percentage  of  net
sales,  gross  profit was 39.1% in 2000 versus 39.3%  in  1999.  This  0.2%
variation results from product cost and mix factors.


Selling,  general and administrative.  Selling, general and  administrative
expenses  ("SG&A"), which include operating expenses and  depreciation  and
amortization, increased $30.6 million, or 35.6%, from $86.0 million in 1999
to  $116.6 million in 2000. The increase over 1999 is associated with  year
2000  new  store growth and the full year effect of 1999 new  stores.  SG&A
increased as a percentage of net sales from 23.9% in 1999 to 25.8% in 2000.
The  increase in SG&A expenses is directly attributable to 20 net new store
openings  and to the additional field and corporate support staff hired  to
support  the future new store growth and expansion outside of the state  of
California.  Key staff positions were added in risk management, information
systems, real estate, distribution, human resources and buying.

Operating  income.  Operating income increased $4.5 million, or 8.0%,  from
$55.4 million in the 1999 period to $59.9 million in 2000. Operating income
as  a  percentage of net sales was 15.4% in 1999 to 13.3% in 2000 primarily
due to the increase in the operating costs discussed above.

Other  (income) expense.  Other (income) expense relates primarily  to  the
interest  income  on the Company's marketable securities, net  of  interest
expense on the Company's capitalized warehouse lease. Interest expense  was
$0.7  million in 2000 and in 1999. The Company had no bank debt during 2000
or  1999. Interest income earned on the Company's marketable securities was
$4.0  million in 2000 and $1.8 million in 1999. At December 31,  2000,  the
Company  held $109.4 million in short-term investments and $2.9 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. Also included in 2000 is $0.4 million of income
under a lease agreement with Universal for a distribution facility.

Provision  for income taxes.  The provision for income taxes  in  2000  was
$24.7 million, or 5.5% of net sales, compared to $22.4 million, or 6.2%  of
net  sales, in 1999. The effective combined federal and state rates of  the
provision  for  income  taxes  were 38.8%  and  39.6%  in  2000  and  1999,
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 welfare to work tax credits. See Note 4 of "Notes to Financial
Statements."

Income  from  continuing operations.  As a result of  the  items  discussed
above,  net  income from continuing operations increased $4.7  million,  or
13.8%,  from $34.1 million in 1999 to $39.0 million in 2000 before a charge
of  $1.1  million from the discontinued operation.  Income from  continuing
operations as a percentage of net sales was 8.6% in 2000 and 9.5% in 1999.

Discontinued  operations.  The  Board of Directors  approved  the  sale  of
Universal  for  an  amount equal to the carrying  value  of  the  Company's
investment,  $33.9 million, as of the close of business  on  September  30,
2000  (see "Recent Developments" above). The Company recorded an additional
loss  from  discontinued operations of $1.1 million, net of tax benefit  of
$0.7  million,  for Universal and Odd's-n-End's operating  losses  incurred
through  the date of sale, in excess of the amounts originally provided  in
1999.

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.  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. The net increase in Bargain Wholesale net
sales was primarily attributed to an increased focus on large international
and domestic accounts and expansion into new geographic markets. Offsetting
these  positive  developments was the adverse effect of  the  slow-down  in
shipments to export brokers.

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 the 1998 period 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.

Other  (income)  expense.  Other (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  and  $2.2  million in 1998. 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 and  Odd's-n-End's,
which and Odd's-n-, which comprised 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, were $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  net  loss from operations of $1.2 million through the  estimated
date  of disposal, less expected tax benefits of approximately $2.6 million
applicable thereto.


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 1998, 1999 and 2000, net cash provided by operations was $31.0
million,  $26.0 million and $50.4 million, respectively. Net cash  provided
by  operations  reflects increases in inventories in  the  amount  of  $6.5
million,  $4.3  million  and  $9.8 million  during  1998,  1999  and  2000,
respectively.  During  1998,  1999 and 2000, net  cash  used  in  investing
activities  for  purchases  of property and equipment  was  $12.5  million,
$18.0  million  and  $26.7 million, respectively.  Included  in  the  $26.7
million  of  capital expenditures for 2000 was a distribution facility  for
Universal  purchased  for  $7.0 million. The facility  is  currently  being
leased  to the purchaser of Universal. The Company believes the acquisition
of  the distribution facility was at a favorable purchase price relative to
current  market values and will be able to be resold for a  gain.  Also  in
2000  the  Company used $1.5 million to repurchase 97.1 thousand shares  of
its  outstanding  stock  under  its stock  repurchase  program.  Under  the
Company's stock repurchase plan the Company may repurchase up to 2  million
shares  from  time to time on the open market at prevailing  prices  or  in
privately  negotiated  transactions over a period ending  on  December  31,
2001.  The  Company  plans to use existing cash to fund repurchases,  which
will be used in connection with its employee stock option plan. In addition
the Company received $33.9 million for the sale of Universal. Cash used  in
investing  activities  for  the  purchase  of  short-term  investments  was
$14.0 million, $13.0 and $52.7 million in 1998, 1999 and 2000 respectively.

      In  2000, net cash provided by financing activities was $5.7 million;
these  funds  represented  payments of capital lease  obligations  and  the
exercise  of  its option in December 2000, to purchase the  Company's  main
warehouse and corporate office facility. The net cash payment included $7.3
million  on  the  remaining lease obligation offset by  proceeds  from  the
exercise of non-qualified employee stock options of $13.0 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  non-qualified stock options. In 1998, net  cash  provided  by
financing  activities was $29.0 million; these funds included the  proceeds
from  secondary public offering of $27.2 million and proceed from  exercise
of  non-qualified stock options offset by capital leased  payment  of  $0.7
million.

      The  Company does not maintain any credit facilities with  any  bank.
However, the Company maintains a surety bond of approximately $1.6  million
for self-insured workers compensation.

      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  2000,
including   leasehold  improvements,  furniture,  fixtures  and  equipment,
inventory and pre-opening expenses, was approximately $660,000. The Company
does not capitalize pre-opening expenses. The Company's cash needs for  new
store  openings are expected to total approximately $16.5 million in  2001.
The  Company's total planned expenditures in 2001 for additions to fixtures
and  leasehold improvements of existing stores as well as for  distribution
expansion  and replacement will be approximately $7.0 million. The  Company
believes  that  its total capital expenditure requirements  (including  new
store  openings)  will  approximate $23.5  million  in  2001.  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.

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 1999 and 2000 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 Quarte  Quart  Quart  Quart  Quarte
                     er     er    er      r      er     er     er      r
                     Year Ended December 31,     Year Ended December 31,
                              1999                         2000
                                    (Amounts in thousands)
Net sales:
   99 Cents Only       $64,6  $69,8 $76,5  $101,3  $87,5  $96,4  $98,0  $120,0
Stores                 33     27    17      29     63     07     96      05
   Bargain Wholesale   11,09  11,02 12,20  13,332  13,23  11,54  11,33  13,761
                        4      5     1              9      0      6

     Total              75,72  80,85 88,71  114,66  100,8  107,9  109,4  133,76
                        7      2     8       1     02     47     32       6
Gross profit         29,60  31,24 35,34  45,270  39,50  41,61  42,44  52,995
                        7      1     4              2      5      0
Operating income     10,71  11,44 13,19  20,099  12,72  14,41  13,17  19,600
                        0      4     3              2      0      3
Income from
continuing
operations          6,671  7,018 8,107  12,342  8,011  9,084  8,575  13,188
Income (loss) from
discontinued
operations          (373)  (170)    53  (2,677      -      -  (1,05       -
                                             )                   0)
(Loss) on disposal
of discontinued
operations              -      -     -  (9,000      -      -      -       -
                                             )
Net Income           $6,29  $6,84 $8,16    $665  $8,01  $9,08  $7,52  $13,18
                        8      8     0              1      4      5       8


Earnings per common
share from
continuing
operations:
   Basic               $0.14  $0.14 $0.16   $0.24  $0.16  $0.18  $0.17   $0.26
   Diluted             $0.13  $0.14 $0.16   $0.24  $0.16  $0.17  $0.16   $0.26
Earnings (loss)per
common share from
discontinued
operations:
   Basic               ($0.0      -     -  ($0.05      -      -  ($0.0       -
                       1)                    )                   2)
   Diluted             ($0.0      -     -  ($0.05      -      -  ($0.0       -
                       1)                    )                   2)
(Loss)per common
share on disposal
of discontinued
operations:
   Basic                   -      -     -  ($0.18      -      -      -       -
                                             )
   Diluted                 -      -     -  ($0.18      -      -      -       -
                                             )
Net earnings per
share:
   Basic               $0.13  $0.14 $0.16   $0.01  $0.16  $0.18  $0.15   $0.26
   Diluted             $0.12  $0.14 $0.16   $0.01  $0.16  $0.17  $0.14   $0.26
Shares Outstanding
   Basic               49,50  49,77 50,09  50,055  50,10  50,47  51,05  51,312
                        1      4     4              4      2      1
   Diluted             50,92  51,06 51,00  50,661  51,01  52,45  52,18  52,063
                        3      6     7              3      5      9
Percent of Net
sales
Net sales:
   99 Cents Only       85.4%  86.4% 86.2%   88.4%  86.9%  89.3%  89.6%   89.7%
Stores
   Bargain Wholesale    14.6   13.6  13.8    11.6   13.1   10.7   10.4    10.3

     Total              100.0  100.0 100.0   100.0  100.0  100.0  100.0   100.0
Gross profit          39.1   38.6  39.8    39.5   39.2   38.6   38.8    39.6
Operating income      14.1   14.2  14.9    17.5   12.6   13.3   12.0    14.7
Income from
continuing
operations           8.8%   8.7%  9.1%   10.8%   7.9%   8.4%   7.8%    9.9%


New Authoritative Pronouncements

       In June 1998 and June 1999, the Financial Accounting Standards Board
(FASB)  issued Statement of Financial Accounting Standards (SFAS) No.  133,
"Accounting from Derivative Investments and Hedging Activities,"  and  SFAS
No.  137,  which  delayed the effective date of SFAS No. 133.  The  Company
adopted  the  standard  in January 2001. Management  does  not  expect  the
adoption  of  this  standard to have a material  impact  on  the  Company's
financial position or results of operations.

       In  December 1999, the SEC staff released Staff Accounting  Bulletin
(SAB) No. 101, Revenue Recognition, to provide guidance on the recognition,
presentation and disclosure of revenue in financial statements. Application
of  the  guidance  in  SAB  No.  101 was effective  January  1,  2000.  The
application of SAB No. 101 did not have a material effect on the  Company's
revenue recognition and results of operations.

      In  September  2000 the FASB issued SFAS No. 140,  "  Accounting  for
Transfers   and   Servicing  of  Financial  Asset  and  Extinguishment   of
Liabilities,  a replacement of SFAS No. 125." The standard is effective  in
2001  and  management does not expect adoption of this standard to  have  a
material  effect  on  the  Company's  financial  position  or  results   of
operations.

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
factors  and  changes in the 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  1998,  1999 and 2000, we opened thirteen, eighteen and twenty 99  Cents
Only  Stores,  respectively (eleven stores in 1998 and fourteen  stores  in
1999,  respectively, net of relocated stores).  As of March  22,  2001,  we
opened  seven  stores  and closed one and we expect to  open  at  least  19
additional  stores  in  2001.  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  three of our 99 Cents Only Stores are currently located  in
Southern  [and Central] California. The Company currently has three  stores
in  Las  Vegas,  Nevada. In addition, our year 2001 retail  expansion  plan
includes  new  stores  in these regions and in Arizona.   Accordingly,  our
results of operations and financial condition largely 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  since
1995.   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.

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 closeouts and other  irreplaceable  products.
Although we maintain standard property and business interruption insurance,
we do not have earthquake insurance on our properties. Although we maintain
standard  property  and business interruption insurance,  we  do  not  have
earthquake insurance.

      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,  1998,  1999 and 2000, we recorded  net  inventory  of  $49.6
million, $53.9 million and $63.7 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.

      In  January 2001 California enacted a minimum wage increase of  $0.50
per  hour  with an additional $0.50 increase required in January 2002.  The
Company  believes that annual payroll expenses could increase approximately
less  than  1.0% over this two-year period as a result. Because we  provide
consumers  with merchandise at a 99 cents fixed price point,  we  typically
cannot  pass  on  cost  increases  to our customers.  However  the  Company
believes  that  the  increased  minimum wage  will  result  in  incremental
customer spending in our stores.

 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; and
  -  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 13 of our 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 $2.2 million, $1.9 million and $1.9 million in 1998, 1999 and
2000,  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 and Eric Schiffer, our
Chief  Executive Officer and President, respectively. 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 1999 and 2000, we generated approximately 31.8% and
29.6%,  respectively, of our net sales and approximately 36.2%  and  32.7%,
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.  These factors include:

  -  the number of new stores and timing of new store openings;
  -   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 11 of our stores. In December  2000,
the  Company  exercised  its  option to purchase  its  main  warehouse  and
distribution facility (where our executive offices are located)  for  $10.5
million.  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. Moreover David
Gold,  our  Chairman  and  Chief Executive  Officer,  and  members  of  his
immediate   family  and  certain  of  their  affiliates  beneficially   own
23,324,510 shares of our voting stock.  As a result, they have the  ability
to  influence 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 potentially 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.
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, 2000, the Company had  $112,297,000
in marketable securities maturing at various dates through August 2002. 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
purchase of an investment is amortized over the term of the investment.  At
December  31, 2000, the fair value of investments approximated the carrying
value.

Item 8. Financial Statements and Supplementary Data

                      INDEX TO FINANCIAL STATEMENTS

                                                                      Pag
                                                                       e

99 Cents Only Stores
Report of Independent Public Accountants                                32
Balance Sheets as of December 31, 1999 and 2000                         33
Statements of Income for the years ended December 31, 1998, 1999 and    35
2000
Statements of Changes in Shareholders' Equity for the years ended       36
December 31, 1998, 1999 and 2000
Statements of Cash Flows for the years ended December 31, 1998, 1999    37
and 2000
Notes to the Financial Statements                                       38






REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To 99 Cents Only Stores:

We  have audited the accompanying balance sheets of 99 Cents Only Stores (a
California  Corporation) as of December 31, 1999 and 2000 and  the  related
statements of income, shareholders' equity and cash flows for each  of  the
three  years  in  the  period  ended December  31,  2000.  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 auditing standards  generally
accepted  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 as
of  December 31, 1999 and 2000, and the results of its operations  and  its
cash  flows  for each of the three years in the period ended  December  31,
2000  in  conformity with accounting principles generally accepted  in  the
United States.



ARTHUR ANDERSEN LLP

Los Angeles, California
February 20, 2001
(Except for the matters
discussed in note 13,
as to which the date
is February 27, 2001)















                           99 CENTS ONLY STORES
                              BALANCE SHEETS
                        DECEMBER 31, 1999 AND 2000
                 (Amounts In Thousands, Except Share Data)


                                  ASSETS



                                                             1999    2000

CURRENT ASSETS:
   Cash                                                         $7,984  $9,034
   Short-term investments                                       50,971  109,43
                                                                          0
   Accounts receivable, net of allowance for doubtful accounts
of $140 and $113 as of December 31, 1999 and 2000,            3,356   3,569
respectively
   Income tax receivable                                         4,674       -
   Inventories                                                  53,932  63,693
   Other                                                         1,451   2,663

     Total current assets                                       122,368  188,38
                                                                          9

PROPERTY AND EQUIPMENT, at cost:
   Land                                                         11,060  17,781
   Building and improvement                                     12,876  17,357
   Leasehold improvements                                       23,786  34,026
   Fixtures and equipment                                       14,718  19,533
   Transportation equipment                                      1,635   2,250
   Construction in progress                                      5,466   5,091

                                                              69,541  96,038
   Accumulated depreciation and amortization                   (20,119  (28,63
                                                                  )      6)

                                                              49,422  67,402

OTHER ASSETS:
   Deferred income taxes                                        11,318  12,841
   Long term investments in marketable securities                8,600   2,867
   Deposits                                                        214     308
   Net asset of discontinued operation.                         26,928       -
   Other                                                         5,165   5,478

                                                              52,225  21,494

                                                             $224,01  $277,2
                                                                  5      85



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








                           99 CENTS ONLY STORES
                              BALANCE SHEETS
                        DECEMBER 31, 1999 AND 2000
                 (Amounts In Thousands, Except Share Data)

                   LIABILITIES AND SHAREHOLDERS' EQUITY



                                                             1999    2000

CURRENT LIABILITIES:
Current portion of capital lease obligation                       $809   $   -
Accounts payable                                                 9,010  12,622
Accrued expenses:
     Payroll and payroll-related                                  1,967   2,530
     Sales tax                                                    2,429   2,802
     Other                                                          421     340
   Workers compensation                                          2,095   2,764
   Income taxes payable                                              -     552

    Total current liabilities                                 16,731  21,610

LONG-TERM LIABILITIES:
   Deferred rent                                                 1,952   2,142
   Accrued interest                                              3,350       -
   Capital lease obligation, net of current portion              6,442       -

                                                              11,744   2,142


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-60,000,000 shares
     Issued and outstanding 50,137,848 at December 31, 1999 and
51,303,075 at December 31, 2000                             116,775 138,487
   Retained earnings                                            78,765 115,046

                                                             195,540 253,533

                                                             $224,01 $277,28
                                                                  5       5




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

                           99 CENTS ONLY STORES
                           STATEMENTS OF INCOME
               YEARS ENDED DECEMBER 31, 1998, 1999 AND 2000
               (Amounts In Thousands, Except Per Share Data)
                                                  1998    1999    2000

NET SALES:
99 Cents Only Stores                                $238,86 $312,30 $402,07
                                                       8       6       1
Bargain Wholesale                                    53,202  47,652  49,876

                                                  292,070 359,958 451,947
COST OF SALES                                     183,044 218,496 275,395

   Gross profit                                     109,026 141,462 176,552

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
   Operating expenses                                62,424  80,089 107,981
   Depreciation and amortization                      4,506   5,927   8,666

                                                   66,930  86,016 116,647

    Operating income                                  42,096  55,446  59,905

OTHER (INCOME) EXPENSE:
   Interest income                                  (2,180) (1,805) (3,969)
   Interest expense                                     752     746     712
   Other                                                  -       -   (360)
                                                    (1,428) (1,059) (3,617)

  Income from continuing operation before tax        43,524  56,505  63,522
provision
PROVISION FOR INCOME TAX                             17,032  22,367  24,664

  Income from continuing operations                  26,492  34,138  38,858
  Income (loss) from discontinued operation net of
income   tax provision of $910 in 1998, an
income tax benefit    of $2,111 and $700 in 1999     201 (3,167) (1,050)
and 2000 respectively
  Loss from disposal of discontinued operation
including a   provision of $1,200 for operating
losses during the     phase-out period net of          - (9,000)       -
income tax benefit of $2,613

NET INCOME                                          $26,693 $21,971 $37,808


EARNINGS PER COMMON SHARE FROM CONTINUING
 OPERATIONS:
   Basic                                              $0.55   $0.68   $0.77
   Diluted                                            $0.54   $0.67   $0.75

EARNINGS (LOSS) PER COMMON SHARE FROM
 DISCONTINUED OPERATION:
   Basic                                              $0.01 ($0.06) ($0.02)
   Diluted                                                - ($0.06) ($0.02)

(LOSS) PER COMMON SHARE FROM DISPOSAL OF
 DISCONTINUED   OPERATION:
   Basic                                                  - ($0.18)       -
   Diluted                                          -      - ($0.18)       -

NET EARNINGS FOR COMMON SHARE:
   Basic                                              $0.56   $0.44    $.75
   Diluted                                            $0.54   $0.43    $.73
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING:
   Basic                                             48,068  49,878  50,750
   Diluted                                           49,127  50,978  51,722

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


                           99 CENTS ONLY STORES
               STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
               YEARS ENDED DECEMBER 31, 1998, 1999 AND 2000
                          (Amounts In Thousands)

                                                      Share Amount  Retain
                                                        s             ed
                                                                    Earnin
                                                                      gs
                                                      Common Stock



BALANCE, December 31, 1997                             46,44 $66,207  $30,10
                                                          6               1
   Net income                                                           26,693
   Tax benefit from exercise of stock options                -   2,195       -
   Proceeds from exercise of stock options                 486   2,477       -
   Net proceeds from secondary public offering           1,877  27,188       -
   Shares issued in connection with acquisition of         673   9,504       -
Universal


BALANCE, December 31, 1998                             49,48 107,571  56,794
                                                          2
   Net income                                                -       -  21,971
   Tax benefit from exercise of stock options                -   4,229       -
   Proceeds from exercise of stock options                 655   4,975       -


BALANCE, December 31, 1999                             50,13 116,775  78,765
                                                          7
   Net income                                                -       -  37,808
   Tax benefit from exercise of stock options                -   8,223       -
   Proceeds from exercise of stock options               1,245  12,961       -
   Compensation expense in connection with cash-less        18     528
exercise
   Shares repurchased under stock buyback program         (97)       -  (1,527
                                                                          )


BALANCE, December 31, 2000                             51,30 $138,48  $115,0
                                                          3       7      46





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

                           99 CENTS ONLY STORES
                         STATEMENTS OF CASH FLOWS
               YEARS ENDED DECEMBER 31, 1998, 1999 AND 2000
                          (Amounts in Thousands)
                                                  1998     1999    2000

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                       $26,693  $21,971 $37,808
   Adjustment to reconcile net income to net cash
provided by operating activities:
 (Income) loss from discontinued operations            (201)    3,167   1,050
     Provision for loss on disposal of discontinued
operation                                              -    9,000       -
     Depreciation and amortization                     4,506    5,927   8,666
     Compensation expense for cash-less exercise of
stock options                                          -        -     528
     Tax Benefit from exercise of non qualified
employee stock options                             2,195    4,229   8,223
     Benefit for deferred income taxes                 (395)  (4,976) (1,523)
   Changes in asset and liabilities associated with
operating activities net of businesses acquired:
     Accounts receivable                               (945)    (901)   (213)
     Inventories                                     (6,520)  (4,298) (9,761)
     Other assets                                    (1,935)  (2,888) (1,525)
     Deposits                                             51     (31)    (94)
     Receivable from affiliated entity                   230        -       -
     Accounts payable                                  6,792  (3,316)   3,612
     Accrued expenses                                  (380)    1,158     855
     Accrued worker's compensation                       281      723     669
     Income taxes                                      (238)  (4,647)   5,226
     Deferred rent                                       274      202     190
     Accrued interest                                    615      660 (3,350)

         Net cash provided by operating activities      31,023   25,980  50,361

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property and equipment              (12,461  (17,953 (26,646
                                                       )        )       )
   Purchases of short-term investments              (13,976  (13,011 (52,726
                                                       )        )       )
   Repurchase of Company stock                            -        - (1,527)
  Net asset of discontinued operations               (31,730    6,048 (8,031)
                                                       )
   Proceed from sale of Universal International,          -        -  33,909
Inc.

         Net cash used in investing activities         (58,167  (24,916 (55,021
                                                       )        )       )

CASH FLOWS FROM FINANCING ACTIVITIES:
   Payments of capital lease obligation               (704)    (754) (7,251)
   Net proceeds from secondary public offering       27,188        -       -
   Proceeds from exercise of stock options            2,477    4,975  12,961

         Net cash provided (used in) financing          28,961    4,221   5,710
activities

NET INCREASE (DECREASE) IN CASH                     1,817    5,285   1,050
CASH, beginning of period                             882    2,699   7,984

CASH, end of period                                $2,699   $7,984  $9,034




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

                           99 CENTS ONLY STORES
                      NOTES TO FINANCIAL STATEMENTS
                            December 31, 2000



1.  Line of Business

     The Company, (including the operations of its 99 Cents Only Stores and
Bargain  Wholesale)  primarily  retails  various  consumable  products  and
operated 78 and 98 stores at December 31, 1999 and 2000, respectively.  The
Company is also a wholesale distributor of various consumable products.

2.  Concentration of Operations in Southern California

       Most  of  the  Company's  retail  stores  are  located  in  Southern
California.  In  addition,  the Company's current  retail  expansion  plans
anticipate that most new stores will be located in this 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. The Company also has three stores  in  Las
Vegas, Nevada.

3.  Summary of Significant Accounting Policies

Use of Estimates

      The  preparation  of  the  financial statements  in  conformity  with
accounting  principles  generally accepted in the  United  States  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.

Earnings per share

      Earnings per share calculations are in accordance with SFAS No.  128,
"Earnings per Share" (SFAS 128). Accordingly, "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, 2000 follows:

                                           1998  1999  2000
                                              (Amounts in
                                              thousands)

Weighted average number of common shares
outstanding-Basic                          48,06 49,87 50,75
                                               8     8     0
Dilutive effect of outstanding stock        1,059 1,100   972
options

Weighted average number of common shares
outstanding-Diluted                        49,12 50,97 51,72
                                               7     8     2




       In  the  years 2000 and 1999, respectively, approximately 7,000  and
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  are  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 $16,727,000,  $21,756,000  and
$12,474,425 in 1998, 1999 and 2000, respectively. Interest payments totaled
approximately  $136,000, $86,000 and $31,000 for  the  years  December  31,
1998, 1999 and 2000, respectively.

Fair Value of Financial Instruments

      The  Company's financial instruments consist of cash, short-term  and
long-term   investments and short-term trade receivables and payables.  The
carrying value for all such instruments, considering the terms, appropriate
fair value at December 31, 1999 and 2000, respectively.

Impairment of Long-Live Assets

      The  Company  reviews its long-lived assets for  impairment  whenever
events or changes indicate that the carrying amount of an asset or group of
assets  may  not be recoverable. No impairment losses were recorded  during
the years ended December 31, 1998, 1999 or 2000.

New Authoritative Pronouncements

      In  June 1998 and June 1999, the Financial Accounting Standards Board
(FASB)  issued Statement of Financial Accounting Standards (SFAS) No.  133,
"Accounting from Derivative Investments and Hedging Activities,"  and  SFAS
No.  137,  which  delayed the effective date of SFAS No. 133.  The  Company
adopted  the  standard  in January 2001. Management  does  not  expect  the
adoption  of  the  standard  to have a material  impact  on  the  Company's
financial position or results of operations.

       In  December 1999, the SEC staff released Staff Accounting  Bulletin
(SAB) No. 101, Revenue Recognition, to provide guidance on the recognition,
presentation and disclosure of revenue in financial statements. Application
of  the  guidance  in  SAB  No.  101 was effective  January  1,  2000.  The
application of SAB No. 101 did not have a material effect on the  Company's
revenue recognition and results of operations.

      In  September  2000 the FASB issued SFAS No. 140,  "  Accounting  for
Transfers   and   Servicing  of  Financial  Asset  and  Extinguishment   of
Liabilities,  a replacement of SFAS No. 125." The standard is effective  in
2001  and  management does not expect adoption of the standard  to  have  a
material  effect  on  the  Company's  financial  position  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, 1998, 1999 and 2000 are as follows:

                                     Years Ended December 31,
                                      (Amounts in thousands)
                                       1998    1999    2000

Current:
   Federal                               $15,249 $20,192 $20,917
   State                                   2,178   2,885   5,270

                                        17,427  23,077  26,187
Deferred                                 (395)   (710) (1,523)

Provisions for income taxes            $17,032 $22,367 $24,664



       Differences between the provisions for income taxes and income taxes
at  the statutory federal income tax rate for the years ended December  31,
1998, 1999 and 2000 are as follows:

                                         Year Ended December 31,
                                          (Amounts in thousands)
                                     1998          1999          2000
                                 Amoun  Perce  Amoun  Perce  Amoun  Perce
                                   t      nt     t      nt     t     nt

Income tax at statutory federal    $15,2  35.0%  $19,7  35.0%  $22,2 35.0%
rate                                 33            77            32
State income taxes, net of
federal income tax effect         2,405    5.5  3,012    5.3  3,386   5.3
Effect of permanent differences    (255)  (0.6)   (64)  (0.1)  (291) (0.5)
Welfare to work, LARZ and other
job credits                       (393)  (0.9)  (380)  (0.6)  (663) (1.0)
Other                                 42    0.1     22      -      -     -

                                   $17,0  39.1%  $22,3  39.6%  $24,6 38.8%
                                     32            67            64


      A  detail of the Company's deferred tax asset as of December 31, 1999
and 2000 is as follows:

                                                  Years Ended
                                                 December 31,
                                                  (Amounts in
                                                  thousands)
                                                 1999    2000

Inventory                                           $606    $516
Uniform inventory capitalization                     971   1,026
Depreciation                                       2,326   3,018
Liability for claims                                 112     112
Workers' compensation                                845   1,114
Deferred rent                                        787     840
State taxes                                        1,216   1,839
Other, net                                           117     308
Net operating loss carry-forward                   9,140   8,608

                                                  16,120  17,381

Net deferred tax liabilities                       (262)       -
                                                  15,858  17,381
Valuation allowance                              (4,540) (4,540)
                                                 $11,318 $12,841

    In connection with the acquisition and subsequent sale of Universal and
Odd's-N-End's, the Company has remaining federal net operating loss  carry-
forwards of approximately $24.6 million which it can use to offset  income.
Future use of this loss carry-forwards may be limited and 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 may not be realizable.

5.  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, 1999 and 2000, the fair
value of investments approximated the carrying values and were invested  as
follows:

 (Amounts in thousands)   1999      Maturity      2000      Maturity
                                  Within 1 year           Within 1 year
                                       1     or                1     or
                                    year   more             year   more

Federal bonds              $1,500  $1,500      -        -       -      -
Municipal bonds            16,421   9,981 $6,440  $65,621 $62,754 $2,867
Corporate Securities        1,560       -  1,560    2,000   2,000      -
Commercial paper           40,090  39,490    600   44,676  44,676      -
                                                     $112
                          $59,571  50,971 $8,600  $112,29 $109,43 $2,867
                                                       7       0


6.  Purchase of Facility

     In December 2000 the Company exercised its option to purchase its main
warehouse,   distribution  and  corporate  office  facility  (approximately
880,000  square feet) for $10.5 million. Included in property and equipment
is  approximately $13.7 million of land and building, at cost,  related  to
this property. Lease payments of $809,000 were also made during the year.

7.  Related-Party Transactions

      The  Company  leases  certain retail facilities  from  its  principal
shareholders.  Rental expense for these facilities was  approximately  $2.2
million,   $1.9  million  and  $1.9  million  in  1998,  1999   and   2000,
respectively.

      During  1998, the Company incurred legal fees of $60,000 to  the  law
firm in which a director of the Company is a partner.

      Effective  September  30,  2000, the Company  sold  its  discontinued
operation,  Universal International, Inc. to a Company owned 100%  by  Dave
and Sherry Gold, both significant shareholders of 99 Cents Only Stores (see
note 12). Mr. Gold is also an executive officer and director.  From October
1,  2000  to December 31, 2000, the Company recorded $1.3 million and  $0.4
million  under  a  Services  Agreement and Lease  Agreement,  respectively,
related to this transaction (see note 12).

8.  Commitments and Contingencies

Credit Facility

     The Company does not maintain any credit facilities with any bank.

Lease Commitments

      The  Company leases various facilities under operating leases,  which
expire  at various dates through 2012. 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 1998, 1999 and 2000  was
approximately $10.6 million, $11.0 million and $15.6 million, respectively.

      As of December 31, 2000, the minimum annual rentals payable under all
non-cancelable operating leases were as follows:

                                                   (Amounts
                                                      in
                                                  thousands
                                                      )

Year ending December 31:
         2001                                               13,303
         2002                                               12,579
         2003                                               12,330
         2004                                               11,163
         2005                                                8,768
         Thereafter                                         19,219

                                                      $77,362


In  addition,  the  Company  also leases certain  retail  facilities  on  a
month-to-month   basis.   The   aggregate  monthly   rental   payment   for
month-to-month  lease  at  December 31,  2000  was  approximately  thirteen
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  and
2000,  the Company had accrued approximately $2.1 million and $2.8 million,
respectively, 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 $1.6 million
surety bond.

Legal Matters

      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

      The  Company  expenses  advertising costs  as  incurred.  Advertising
expenses  were $2.4 million, $2.4 million and $2.7 million for  1998,  1999
and 2000, respectively.

9.  Stock Option Plan

      The  Company's 1996 Stock Option Plan is a fixed plan, which provides
for  the granting of non-qualified and incentive options to purchase up  to
9,250,500  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
consisting  of  three  outside  members of  the  board  of  directors  (the
"Committee").  Options vest over a three-year period,  one-third  one  year
from  the  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,
                                1998       1999       2000

Beginning Balance                 33,000  1,588,830  3,351,510
Authorized                     3,124,999  3,000,000          -
Granted                        (1,834,56  (1,459,52  (1,241,04
                                     7)         4)         1)
Cancelled                        265,398    222,204    498,223

Available for future grant     1,588,830  3,351,510  2,608,692


      A  summary of the status of the Plan for the years ended December 31,
1998, 1999 and 2000 follows:

                            December 31,    December 31,     December 31,
                                1998            1999             2000
                                    Weigh           Weigh             Weigh
                                     ted             ted               ted
                                    Avera           Avera             Avera
                            Shares    ge    Shares    ge     Shares    ge
                                    Exerc           Exerc             Exerc
                                     ise             ise               ise
                                    Price           Price             Price

Outstanding at the
beginning of the year      2,948,08  $5.59 4,031,34  $6.99  4,612,599 $14.2
                                  8               9                       3
Granted                     1,834,56  15.65 1,459,52  23.47  1,241,041 22.67
                                  8               4
Exercised                   (485,909   4.37 (656,070  10.12  (1,262,72 10.58
                                  )               )                7)
Cancelled                   (265,398   6.79 (222,204  18.19  (498,223) 20.77
                                  )               )

Outstanding at the end of
the year                   4,031,34   6.99 4,612,59  14.23  4,092,690 17.41
                                  9               9

Exercisable at the end of
the    year                 932,204  $5.79 1,712,05  $7.89  1,739,655 $11.6
                                                  5                       9

Weighted average fair
value of   options granted           $15.6           $15.1            $16.1
                                         5               1                2

      The  following  table  summarizes  information  about  stock  options
outstanding at December 31, 2000.

                        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

$3.51-$4.46   351,398           5.4  $3.59   351,398   $3.59
$5.82-$8.70   573,926           6.3   7.04   573,926    7.04
    $10.60-   836,476           7.4  15.03   443,899   14.97
     $15.69
    $16.00- 2,320,390           8.8  22.90   370,432   22.62
     $23.50
    $24.12-    10,500           9.3  24.52         -       -
     $24.54

            4,092,690           7.9  17.41 1,739,655   11.69




       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, 1998, 1999 and 2000 (amounts in thousands, except
for per share data):


                                           December 31,
                                        1998   1999   2000

Additional compensation expense          $8,36  $16,0  $11,8
                                            0     71     88
Pro forma net income                     21,67  12,32  19,81
                                            7      8      4
Pro forma earnings per share:
         Basic                                $0.45  $0.25  $0.51
         Diluted                              $0.44  $0.24  $0.50

      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,
                                              1998    1999     2000

Risk free interest rate                          4.9%    5.5%     5.7%
Expected life                                     8.8      10       10
                                               years   years    years
Expected stock price volatility                   77%     67%      54%
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. Bargain
Wholesale  sales  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, 1998,  1999
and 2000 follows (in 000's):

                                   Retail  Wholesale     Total
            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

            2000
            Net sales            $402,071    $49,876  $451,947
            Gross Margin          166,054     10,498   176,552
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 does not match employee contributions. The Company may
elect to make a discretionary contribution to the Plan. For the years ended
December 31, 1999 and 2000, no discretionary contributions were made.

12.   Discontinued Operations

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

       The  Company  engaged an investment-banking  firm  in  May  2000  to
evaluate  and  identify  potential buyers for the  Universal  business  and
expected  to sell Universal within the one-year time frame. The  investment
banking  firm's marketing process focused upon selling the  business  as  a
going concern. From June 2000 through August 2000, sales presentations were
delivered  to both strategic buyers and financial buyers. This process  did
not  generate  the expected interest level from potential buyers  that  had
been  anticipated.  The  highest  offer  for  the  Universal  business  was
significantly  less than the Company's expectations. As  a  result  of  the
difficulties  encountered in trying to sell Universal and the necessity  to
complete  the process by December 31, 2000 it was decided by the  board  of
directors  to  be in the Company's and the shareholders' best  interest  to
sell Universal for the Company's carrying value as of the close of business
on  September  30,  2000  to, Universal Deals, Inc.,  a  limited  liability
company  owned 100% by David and Sherry Gold, both significant shareholders
of 99 Cents Only Stores. Mr. Gold is also Chairman and CEO of 99 Cents Only
Stores.  The  Gold's, plan to market and sell the business  in  an  orderly
fashion,  either as a whole company, or in clusters of stores or  by  unit.
The  sale was effective as of the close of business on September 30,  2000.
The  sales price for Universal was the Company's carrying value as  of  the
close  of business on September 30, 2000, which was $33.9 million. The  net
assets at September 30, 2000 included $29.2 million in inventory, net fixed
assets of $7.6 million and $0.6 million of other assets. These assets  were
offset  by $3.5 million of accounts payable, accrued and other liabilities.
In  connection  with  this transaction 99 Cents Only  Stores  is  providing
certain ongoing administrative and other services to Universal pursuant  to
a  Services  Agreement. The management fee is based on  6%  of  Universal's
sales volume.

     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
provisions  for loss on discontinued operations reflected in the  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.

     During  the  fiscal year 2000, the Company recorded an additional  net
loss  from  discontinued operations of $1.1 million, net of tax benefit  of
$0.7  million, for operating losses incurred through the date of  sale,  in
excess of the amounts originally provided in 1999. In the fourth quarter of
2000,  the  Company has received $1.3 million in management fees under  the
Services  Agreement  with Universal. The Company  has  also  received  $0.4
million  in  lease  payments  for  rental of  a  distribution  facility  to
Universal.  These  amounts are included in total net selling,  general  and
administrative expenses and other income, respectively, in 2000.

13.  Stock Split

       On  February 27, 2001, The Company's Board of Directors  approved  a
three-for-two stock split to be distributed on March 20, 2001 to holders of
record  on  May 14, 2001. The accompanying financial statements  have  been
adjusted  to  give  retroactive effect to this stock split  as  if  it  had
occurred at the beginning of all periods presented.

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  and  Executive  Officers  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 2001 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 2001 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 2001 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 2001 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 Financial
     Statements set forth in item 8 on page 31 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.
          A Report on Form 8-K was filed on January 28, 2000 Item 5.
          A Report on Form 8-K was filed on February 18, 2000 Item 5.
          A Report on Form 8-K was filed on November 3, 2000 Item 5.
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/ Eric Schiffer
                                 President

      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 Chief   March 22,
/s/ David Gold               Executive Officer                   2001

                             Senior Vice President of          March 22,
/s/ Howard Gold              Distribution and Director           2001

                             Senior Vice President of Real     March 22,
/s/ Jeff Gold                Estate and Information Systems      2001
                             and Director

                                                               March 22,
/s/ Eric Schiffer            President and Director              2001

                                                               March 22,
/s/ Andy Farina              Chief Financial Officer             2001

                                                               March 22,
/s/ William Christy          Director                            2001

                                                               March 22,
/s/ Lawrence Glascott        Director                            2001

                                                               March 22,
/s/ Marvin L. Holen          Director                            2001

                                                               March 22,
/s/ Ben Schwartz             Director                            2001

                                                               March 22,
/s/ John Shields             Director                            2001

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To 99 Cents Only Stores:

We have audited in accordance with auditing standards generally accepted in
the United States, the financial statements of 99 Cents Only Stores in this
Form  10-K  and  have  issued our report thereon dated  February  20,  2001
(except  for the matters discussed in note 13, as to which date is February
27,  2001).  Our audits were made for the purpose of forming an opinion  on
the basic financial statements taken as a whole. The schedule listed in the
accompanying index 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 financial statements.  This
schedule  has  been  subjected to the auditing procedures  applied  in  the
audits of the basic 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 financial statements taken as a whole.




ARTHUR ANDERSEN LLP

Los Angeles, California
February 20, 2001
(Except for the matters
discussed in note 13,
as to which the date
is February 27, 2001)


                              99 ONLY STORES
             SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
    For Each of the Three Years in the Period Ended December 31, 2000


                                 Beginni                         End of
                                   ng    Addit  Reduction Other   Year
                                 of Year  ion
                                          Amounts in Thousands
For the year ended December 31,
2000:
   Allowance for doubtful account      $140   $-         $27  $-       $113
   Inventory reserve                  1,503    -         224   -      1,279
For the year ended December 31,
1999:
   Allowance for doubtful account       169    -          29   -        140
   Inventory reserve                  2,589    -       1,086   -      1,503
For the year ended December 31,
1998:
   Allowance for doubtful account       178    -         9     -        169
   Inventory reserve                 $3,762    -      $1,173   -     $2,589



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)
 10.5 Lease for 730 West Foothill Boulevard, Azusa, California, dated as
      of December 1, 1995, by and between the Registrant as Tenant and
      HKJ Gold, Inc. as Landlord, as amended(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)
10.26 Services Agreement, dated as of December 28, 2000, by and between
      Universal International, Inc. and the registrant.
 11.1 Statements Regarding Computation of Per Share Earnings*
 21.1 Subsidiaries of the Registrant.
 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.


















Exhibit 11.1

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

                                                          December 31,
                                                        1998   1999   2000
Income from continuing operations                       $26,49 $34,1  $38,85
                                                            2    38       8
Income (loss) from discontinued operations                 201 (3,16  (1,050
                                                                 7)       )
(Loss) from disposal of discontinued operation               - (9,00       -
                                                                 0)
Net Income                                              $26,69 $21,9  $37,80
                                                            3    71       8
Common Stock:
   Shares outstanding from beginning of period            46,446 49,48  50,137
                                                                  2
   Pro-rata shares issuance                                1,622   396     613

     Basic weighted average number of common shares        48,068 49,87  50,750
outstanding                                                       8

   Common stock equivalents                                1,059 1,100     972

     Diluted weighted average number of common shares      49,127 50,97  51,722
outstanding                                                       8

Income from continuing operations
   Basic                                                   $0.55 $0.68   $0.77
   Diluted                                                 $0.54 $0.67   $0.75
Income (loss) from discontinued operation
   Basic                                                   $0.01 ($0.0  ($0.02
                                                              6)          )
   Diluted                                                     - ($0.0  ($0.02
                                                              6)          )
(Loss) from disposal of discontinued operation
   Basic                                                       - ($0.1       -
                                                              8)
   Diluted                                                     - ($0.1       -
                                                              8)
Net Income
   Basic                                                   $0.56 $0.44   $0.75
   Diluted                                                 $0.54 $0.43   $0.73



























                 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 21, 2001








[PERIOD-TYPE]                            12-MOS
[FISCAL-YEAR-END]                   DEC-31-2000
[PERIOD-START]                      JAN-01-2000
[PERIOD-END]                        DEC-31-2000
[CASH]                                    9,034
[SECURITIES]                            112,297
[RECEIVABLES]                             3,569
[ALLOWANCES]                              (113)
[INVENTORY]                              63,693
[CURRENT-ASSETS]                        188,389
[PP&E]                                   96,038
[DEPRECIATION]                         (28,636)
[TOTAL-ASSETS]                          277,285
[CURRENT-LIABILITIES]                    21,610
[BONDS]                                       0
[PREFERRED-MANDATORY]                         0
[PREFERRED]                                   0
[COMMON]                                138,487
[OTHER-SE]                              115,046 <FN 1>
[TOTAL-LIABILITY-AND-EQUITY]            277,285
[SALES]                                 451,947
<TOTAL-REVENUE>                         451,947
[CGS]                                   275,395
[TOTAL-COSTS]                           116,647
[OTHER-EXPENSES]                              0
[LOSS-PROVISION]                              0
[INTEREST-EXPENSE]                        (712)
[INCOME-PRETAX]                          63,522
[INCOME-TAX]                             24,664
[INCOME-CONTINUING]                      38,858
[DISCONTINUED]                          (1,050)
[EXTRAORDINARY]                               -
[CHANGES]                                     0
[NET-INCOME]                             37,808
[EPS-BASIC]                             $0.75
[EPS-DILUTED]                             $0.73
[FN]
<FN1> Retained Earnings