99 CENTS ONLY STORE
10-Q, 1997-10-30
VARIETY STORES
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                             UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.

                               FORM 10-Q


[ x ]         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
              THE SECURITIES EXCHANGE ACT OF 1934
              FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997

OR

[   ]         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
              THE SECURITIES EXCHANGE ACT OF 1934

                         COMMISSION FILE NUMBER: 1-11735


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

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


                          4000 UNION PACIFIC AVENUE
                      CITY OF COMMERCE, CALIFORNIA 90023
                   (Address of Principal executive offices)

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

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

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

YES   [x]                                                      NO   [  ]

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

Common Stock, No Par Value, 14,851,750 Shares as of OCTOBER 30, 1997



PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<PAGE>
                        99 Cents Only Stores                          
                           Balance Sheets
                       (Amounts In Thousands)
                                                                      
                                                                      
                                                                      
                                       September 30,     December 31, 
                                            1997             1996     
                                        (Unaudited)                   
                                         ----------       ----------  
Assets                                                                
                                                                      
Current assets:                                                       
Cash................................           $4,338          $3,375  
Short-term investments..............           29,588          27,619  
Accounts receivable, net of                                             
allowance for doubtful accounts of                                   
$183,000 and $211,000 as of                                          
SEPTEMBER 30, 1997 and December 31,                                  
1996, respectively............                  2,540           1,561
Inventories.........................           39,011          36,933  
Other...............................              607             323  
                                                     
                                             --------        --------  
Total current assets................           76,084          69,811  
                                                                       
Property and equipment, at cost:                                       
Land................................            8,072           7,159  
Building and improvements...........           10,804          10,195  
Leasehold improvements..............           10,202           6,546  
Fixtures and equipment..............            7,846           5,840  
Transportation equipment............              467             438  
Construction in progress............              694             134  
                                             --------        --------  
                                               38,085          30,312  
Less - accumulated depreciation                                        
       and amortization.............          (9,350)         (7,239)
                                             --------        --------  
Total property and equipment, net...           28,735          23,073  
                                                                       
Other assets:                                                          
Deferred income taxes...............            5,702           5,702  
Deposits............................              231             246  
Other...............................              275               0  
Receivable from affiliated entity...              165             165  
                                             --------        --------  
                                                6,373           6,113  
                                                                       
                                             --------        --------  
Total assets........................         $111,192         $98,997  
                                             ========        ========  

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

<PAGE>

                            99 Cents Only Stores                             
                               Balance Sheets
                           (Amounts In Thousands)
                                                                             
                                                                             
                                                                             
                                                                             
                                             September  30,    December 31,  
                                                  1997             1996
                                               (Unaudited)                   
                                               ----------       ----------   
Liabilities and Shareholders' Equity                                         
                                                                             
Current liabilities:                                                         
Current portion of capital                                                    
  lease obligation.......................               $691            $656
Accounts payable.........................              6,448           6,577  
Accrued expenses:                                                             
  Payroll and payroll related............                667           1,086  
  Sales tax..............................                846           1,056  
  Liability for claims...................                547             706  
  Other..................................                 88              34  
  Workers' compensation..................                770             771  
  Income taxes payable...................                  -             103  
                                                    --------        --------  
Total current liabilities................             10,057          10,989  
                                                                              
Long-term liabilities:                                                        
Deferred rent............................              1,325           1,294  
Accrued interest on capitalized lease                                         
obligation...............................              1,927           1,500
Capital lease obligation, net of                                              
  Current portion........................              8,186           8,709
                                                    --------        --------  
                                                      11,438          11,503  
                                                                              
Commitments and contingencies............                  -               -  
                                                                              
Shareholders' equity:                                                         
  Preferred stock, no par value                                               
  Authorized - 1,000,000 shares                                               
  Issued and outstanding - none..........                  -               -  
                                                                              
  Common Stock, no par value                                                  
  Authorized - 40,000,000 shares                                              
  Issued and outstanding - 14,851,750                                         
  shares at September 30, 1997 and                                            
  14,816,635 shares at December 31, 1996.             65,751          65,354  
  Retained earnings......................             23,946          11,151  
                                                    --------        --------  
Total shareholders' equity...............             89,697          76,505  
                                                    --------        --------  
Total liabilities and shareholders' equity          $111,192         $98,997  
                                                    ========        ========  

The accompanying notes are an integral part of these balance sheets.
<TABLE>
<CAPTION>
<PAGE>
                        99 Cents Only Stores
                        Statements of Income
                            (Unaudited)
       (Amounts In Thousands Except Earnings Per Share Data)
<S>                                    <C>            <C>             <C>            <C>
                                           Three Months Ended               Nine Months Ended
                                              September 30,                   September 30,
                                                                      
                                           1997           1996            1997            1996
                                         --------       --------        --------        --------
Net sales:                                                                                         
99 Cents Only Stores................        $46,991        $35,211          128,726         101,603
Bargain Wholesale...................         11,995         10,173           34,818          29,230
                                           --------       --------         --------        --------
Net sales...........................         58,986         45,384          163,544         130,833
Cost of sales.......................         37,794         29,266          105,623          86,315
                                           --------       --------         --------        --------
Gross profit........................         21,192         16,118           57,921          44,518
Selling, general and                                                                               
  administrative expenses...........         13,313         10,334           36,800          29,007
                                           --------       --------         --------        --------
Operating income....................          7,879          5,784           21,121          15,511
                                                                                                   
Interest income (expense), net......            218            242              513            (10)
                                           --------       --------         --------        --------
Income before provision for                                                                        
  Income taxes......................          8,097          6,026           21,634          15,501
Provision for income taxes:                                                                        
                    Historical......          3,347          2,474            8,839                
                    Pro forma.......       --------       --------         --------           6,355
                                                                                           --------
Net income:                                                                                        
                    Historical......         $4,750         $3,552          $12,795                
                    Pro forma.......       ========       ========         ========          $9,146
                                                                                           ========
Earnings per share:                                                                                
                    Historical......          $0.31          $0.24            $0.85         
                    Pro forma.......          =====          =====            =====           $0.66
                                                                                              =====
Weighted average number of common                                                                  
  Shares outstanding:                                                                              
                    Historical......         15,259         14,922           15,107                
                    Pro forma.......       ========       ========         ========          13,809
                                                                                           ========
</TABLE>
The accompanying notes are an integral part of these statements.




<PAGE>

                            99 Cents Only Stores
                          Statements of Cash Flows
                                 (Unaudited)
                           (Amounts In Thousands)
<TABLE>                                                  Nine Months Ended
<CAPTION>                                                  September 30,
                                                         1997        1996
                                                       --------    --------
<S>                                                   <C>          <C>
Cash flows from operating activities:                                       
Net income (Note 4)................................      $12,795     $15,958
Adjustment to reconcile net income to net cash                              
  provided by (used in) operating activities:                               
Provision for doubtful accounts....................            -          41
Depreciation and amortization......................        2,111       1,460
Loss on disposition of property and equipment......            -          16
Provision (benefit) for deferred income taxes......            -     (4,547)
                                                                            
Changes in asset and liabilities                                            
  associated with operating activities:                                     
Accounts receivable................................        (979)       (878)
Short-term investments.............................      (1,968)    (29,870)
Inventories........................................      (2,078)       (979)
Other assets.......................................        (559)       (136)
Deposits...........................................           15           -
Accounts payable...................................        (129)       (884)
Accrued expenses...................................        (600)       (389)
Workers' compensation..............................          (2)          97
Income taxes payable...............................        (237)       1,964
Deferred rent......................................           32          50
Accrued interest...................................          427         398
                                                        --------    --------
Net cash provided by (used in) operating activities        8,828   ($17,699)
                                                                            
Cash flows from investing activities:                                       
Purchase of property and equipment.................      (7,774)     (3,852)
                                                        --------    --------
Net cash used in investing activities..............     ($7,774)    ($3,852)
                                                                            
Cash flows from financing activities:                                       
Payments of capital lease obligation...............        (488)       (454)
Net proceeds from exercise of stock options........          397           -
Net proceeds from initial public offering..........            -      65,327
Payments of notes payable to shareholders'.........            -    (35,363)
Payment of dividend payable........................            -     (4,586)
Distributions to shareholders......................            -     (5,000)
                                                        --------    --------
Net cash provided by (used in) financing activities      ($  91)      19,924
Net increase/(Decrease) in cash....................          963    ($1,627)
Cash, beginning of period..........................        3,375       3,057
                                                        --------    --------
Cash, end of period................................       $4,338      $1,430
</TABLE>                                                ========    ========
The accompanying notes are an integral part of these statements.
<PAGE>
                                 99 CENTS ONLY STORES
                            NOTES TO FINANCIAL STATEMENTS
                                      (Unaudited)


1.       BASIS OF PRESENTATION

The  accompanying  unaudited  financial  statements  have  been  prepared  in
conformity  with  generally accepted accounting principles. However,  certain
information   and  footnote  disclosures  normally  included   in   financial
statements   prepared  in  conformity  with  generally  accepted   accounting
principles  have  been  omitted  or  condensed  pursuant  to  the  rules  and
regulations of the Securities and Exchange Commission (SEC). These statements
should  be  read in conjunction with the Company's December 31, 1996  audited
and  pro  forma  financial  statements and  notes  thereto  included  in  the
Company's  Form 10-K dated March 27, 1997, including all amendments  thereto.
In  the opinion of management, these interim financial statements reflect all
adjustments (consisting of normal recurring adjustments) necessary for a fair
presentation of the financial position and results of operations for each  of
the  periods  presented. The results of operations and cash  flows  for  such
periods are not necessarily indicative of results to be expected for the full
year.

2.       PUBLIC OFFERING OF STOCK

In  May  1996, the Company completed its initial public offering of 4,887,500
shares  (including  637,500 shares from the exercise of  the  over  allotment
option  granted to the underwriters) of common stock. Of the net proceeds  of
approximately $65.3 million, the Company used approximately $39.9 million  to
pay  notes issued and dividends payable declared to the Existing Shareholders
in  connection with the Company's undistributed Subchapter S taxable earnings
(see Notes 3 and 4). The Company is using the balance of the net proceeds  to
continue to accelerate the expansion of its retail operations and for general
corporate  purposes. Any net proceeds not immediately used for such  purposes
have been invested in short-term investment grade securities.

3. PRO FORMA PRESENTATION

Through April 30, 1996, the Company had elected treatment as an S corporation
under  provisions of the Internal Revenue Code. Effective May  1,  1996,  the
Company terminated its S corporation election and became a C corporation.

A. Pro Forma Statements of Income

As  an  S corporation, the Company's income, whether distributed or not,  was
taxed  at  the  shareholder  level  for  federal  income  tax  purposes.  For
California franchise tax purposes, as an S corporation, the Company was taxed
at 1.5 percent of taxable income.






<PAGE>

Because  of  the  Company's  change  in tax  status,  historical  results  of
operations,   including  income  taxes,  and  related  earnings   per   share
information may not in all cases, be comparable to or indicative  of  current
and future results. Therefore, pro forma information, which shows results  as
if  the Company had always been a C Corporation, is presented on the face  of
the accompanying statements.

The  pro  forma  provision  for  income taxes included  in  the  accompanying
statements of income shows results as if the Company had always been  subject
to taxes as a C Corporation and had adopted Statement of Financial Accounting
Standards No. 109 (SFAS 109), "Accounting for Income Taxes," prior to  fiscal
1991.

Under  SFAS 109, deferred income tax assets or liabilities are computed based
on temporary differences between the financial statement and income tax bases
of  assets and liabilities using the current enacted marginal income tax rate
in  effect. Deferred income tax expenses or credits are based on the  changes
in the deferred income tax assets or liabilities from period to period. Under
SFAS  109,  deferred  tax assets may be recognized for temporary  differences
that  will result in deductible amounts in future periods and for loss  carry
forwards.  A  valuation allowance is recognized if, based on  the  weight  of
available  evidence, it is more likely than not that some portion or  all  of
the deferred tax asset will not be realized. For the nine months period ended
September  30, 1997 the provision for income taxes was based upon a  combined
federal and state tax rate of approximately 41 percent, offset by the  impact
of various tax credits.

B. Pro Forma Earnings Per Common Share

Pro  forma earnings per common share have been computed by dividing pro forma
net  income  by  the  pro  forma weighted average  number  of  common  shares
outstanding plus the dilutive effect of common stock equivalents.  Pro  forma
weighted  average  number of common shares outstanding also includes  amounts
(weighted  from  the beginning of the period to the initial public  offering)
for shares offered as a part of the public offering.

Historical  per share data are presented for three months and Pro  forma  per
share data are presented for the nine months period ended September 30,  1996
and  historical  per share data are presented for the three months  and  nine
months  period  ended September 30, 1997, in the accompanying  statements  of
income.  The  number of common shares issuable due to options granted  during
the twelve months preceding the Company's public offering are included in the
calculation  of shares outstanding using the treasury stock method  from  the
beginning of all periods presented.

4. CHANGE IN TAX STATUS/INCOME TAX PROVISION

As  discussed in note 3 above, effective May 1, 1996, the Company  terminated
its  S  corporation election and became a C corporation. As such, the  actual
taxes  due  by the Company for the period January 1, 1996 through  April  30,
1996  are  based  on S corporation tax rates. The Company was  subject  to  C
corporation tax rate thereafter.


The  historical provision (benefit) for income taxes and resulting historical
net  income, based on S corporation and C corporation tax rates as  discussed
above  and including the effect of the increase in the tax deferred asset  as
discussed above, for the nine months period ended September 30, 1996 follows:

                                            Nine Months             
                                           Period Ended
                                        September 30, 1996
                                                               
Income before provision (benefit)                              
   For income taxes                                 $15,501               
                                                                          
Historical provision (benefit) for                                        
   Income taxes:                                                          
   During period as an S corporation                     75               
   During period as a  C corporation                  4,038               
   Change in tax status                             (4,570)               
                                                   --------               
                                                    ($ 457)               
                                                   --------               
   Historical net income                            $15,958               
                                                   ========               
<PAGE>




























<PAGE>

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
            AND RESULTS OF OPERATIONS

General

99  Cents  Only  Stores  is a leading deep-discount  retailer  of  consumable
general  merchandise at a single price point. 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  distributed
its  merchandise on a wholesale basis through its Bargain Wholesale division.
In  1982, the Company opened the first of its 99 Cents Only Stores and as  of
the  date of this form 10-Q operates a chain of 51, 99 Cents Only Stores. The
Company's growth has primarily come from new store openings and growth in its
Bargain  Wholesale  division. Sales generated from the 99 Cents  Only  Stores
were 80% of total revenues for the quarter ended September 30, 1997.

The  Company  opened  three 99 Cents Only Stores in the third  quarter  ended
September  30,  1997 bringing the total new stores opened in the  first  nine
months  of 1997 to eight. 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
increases  in  operating expenses. The wholesale business  has  expanded  its
marketing efforts to target new trade classes and distribution channels.


Initial Public Offering

In  May  1996, the Company completed its initial public offering (see Note  2
above) of 4,887,500 shares (including 637,500 shares from the exercise of the
over  allotment  option granted to the underwriters)  of  common  stock.  The
Company  is  using the balance of the net proceeds to continue to  accelerate
the  expansion  of its retail operations and for general corporate  purposes.
Any net proceeds not immediately used for such purposes have been invested in
short-term investment grade securities.


Effect of Change in Form From an S Corporation to a C Corporation

As part of its initial public offering, the Company changed in form from an S
Corporation  to  a  C  corporation, which  will  affect  its  operations  and
financial  condition  by  increasing the level of federal  and  state  income
taxes.

As  an  S Corporation, the Company's income, whether or not distributed,  was
taxed  at  the  shareholder  level  for  federal  income  tax  purposes.  For
California  franchise  tax purposes, S Corporations were  taxed  at  1.5%  of
taxable income for the first four months of 1996. Currently the top Corporate
tax  rate  for C Corporations is 35% and the corporate tax rate in California
is  9.3%.  As such, the change in form will affect the earnings and the  cash
flows  of  the  Company.  The pro forma provision for  income  taxes  in  the
accompanying statements of income shows results as if the Company had  always
been  a  C  Corporation  and had adopted Statement  of  Financial  Accounting
Standards  No.  109 "Accounting for Income Taxes" prior to January  1,  1991.
(See Note 4 of Notes to Financial Statements.)
<PAGE>
Three  Months  Ended  September  30, 1997  Compared  to  Three  Months  Ended
September 30, 1996

NET SALES:  Net sales increased $13.6 million, or 30.0%, to $59.0 million  in
the  1997 period from $45.4 million in the 1996 period. 99 Cents Only  Stores
net  sales increased approximately $11.8 million, or 33.5%, to $47.0  million
in  the  1997  period  from  $35.2 million in the 1996  period,  and  Bargain
Wholesale net sales increased approximately $1.8 million, or 17.9%, to  $12.0
million  in  the  1997  period from $10.2 million in  the  1996  period.  The
increase  in 99 Cents Only Stores net sales was attributable to the  positive
effect  of  3  new stores opened in the third quarter of 1997, 3  new  stores
opened  in  the  second quarter of 1997, 2 new stores  opened  in  the  first
quarter  of 1997. The full effect of 3 new store opened in the third  quarter
of 1996 and 2 in the fourth quarter of 1996 and a 1.5% increase in comparable
same  store  sales in the 1997 period from the 1996 period. Comparable  store
sales  were impacted by new store openings within a 3 mile radius of existing
stores.   The   increase  in  Bargain  Wholesale  net  sales  was   primarily
attributable  to  a continued increased focus on marketing efforts  targeting
new trade classes and distribution channels.

GROSS PROFIT: Gross profit increased approximately $5.1 million, or 31.5%, to
$21.2  million in the 1997 period from $16.1 million in the 1996 period.  The
increase in gross profit was due to higher net sales and an increase  in  the
gross  profit  margin  to 35.9% in the 1997 period from  35.5%  in  the  1996
period.  The  0.4%  point  increase in the gross  profit  margin  is  due  to
merchandise cost factors.

SELLING,  GENERAL  AND ADMINISTRATIVE: SG&A increased  by  $3.0  million,  or
28.8%, to 13.3 million in 1997 period from $10.3 million in 1996 period. This
was  primarily due to increased costs associated with new store growth. As  a
result of higher net sales in the 1997 period, SG&A decreased as a percentage
of net sales from 22.8% in 1996 to 22.6% in 1997.

OPERATING INCOME: As a result of the items discussed above, operating  income
increased  $2.1 million, or 36.2%, to $7.9 million in 1997 from $5.8  million
in 1996. The operating margin increased to 13.4% of sales in 1997 compared to
12.7% in 1996.

INTEREST  INCOME (EXPENSE): Interest income (expense) relates to interest  on
the  Company's  capitalized warehouse lease, net of interest  earned  on  the
Company's  cash balances and short-term investments. The change  in  interest
expense  between  1997  and  1996 was due to interest  earned  on  short-term
marketable securities. During 1997 and 1996, the Company had no bank debt.

PROVISION  FOR  INCOME TAXES: The provision for income taxes  for  the  three
months  ended September 30, 1997, was $3.3 million in 1997 compared  to  $2.5
million  in  1996.  The  effective rates of  the  historical  and  pro  forma
provision for income taxes was approximately 40.7% in 1997 and 41.7% in 1996.
The  change in the effective rate in 1997 from 1996 results from the  benefit
of available tax credits.

NET  INCOME:  As a result of the items discussed above, net income  increased
$1.2  million, or 33.7% to $4.8 million in 1997 from $3.6 million in the 1996
period.  Net income as a percentage of sales increased to 8.1% in  1997  from
7.8% in the 1996 period.
<PAGE>
Nine  Months Ended September 30, 1997 Compared to Nine Months Ended September
30, 1996

NET SALES:  Net sales increased $32.7 million, or 25.0%, to $163.5 million in
the  1997 period from $130.8 million in the 1996 period. 99 Cents Only Stores
net  sales increased approximately $27.1 million, or 26.7%, to $128.7 million
in  the  1997  period  from $101.6 million in the 1996  period,  and  Bargain
Wholesale net sales increased approximately $5.6 million, or 19.1%, to  $34.8
million  in  the  1997  period from $29.2 million in  the  1996  period.  The
increase  in 99 Cents Only Stores net sales was attributable to the  positive
effect  of  8  new stores opened in the first nine months of 1997,  the  full
effect  of  3 new store openings in the third quarter of 1996 and  2  in  the
fourth  quarter of 1996 and a 1.5% increase in comparable store net sales  in
the 1997 period from the 1996 period. Comparable store sales were impacted by
new store openings within a 3 mile radius of existing stores. The increase in
Bargain  Wholesale  net  sales  was primarily  attributable  to  a  continued
increased  focus  on  marketing  efforts  targeting  new  trade  classes  and
distribution channels.

GROSS  PROFIT:  Gross  profit increased $13.4 million,  or  30.1%,  to  $57.9
million  in  the  1997  period from $44.5 million in  the  1996  period.  The
increase in gross profit was due to higher net sales and an increase  in  the
gross  profit  margin  to 35.4% in the 1997 period from  34.0%  in  the  1996
period.  The  1.4%  point  increase in the gross  profit  margin  is  due  to
merchandise cost factors.

SELLING,  GENERAL  AND ADMINISTRATIVE: SG&A increased  by  $7.8  million,  or
26.9%,  from $29.0 million in 1996 to $36.8 million in the 1997 period.  This
was  primarily due to increased costs associated with new store growth. As  a
result  SG&A  increased as a percentage of net sales from 22.2%  in  1996  to
22.5% in 1997.

OPERATING INCOME: As a result of the items discussed above, operating  income
increased $5.6 million, or 36.2%, to $21.1 million in 1997 from $15.5 million
in 1996. The operating margin increased to 12.9% of sales in 1997 compared to
11.9% in 1996.

INTEREST  INCOME (EXPENSE): Interest income (expense) relates to interest  on
the  Company's  capitalized warehouse lease, net of interest  earned  on  the
Company's  cash balances and short-term investments. The change  in  interest
expense  between  1997  and  1996 was due to interest  earned  on  short-term
marketable securities. During 1997 and 1996, the Company had no bank debt.

PROVISION  FOR  INCOME TAXES: The provision for income  taxes  for  the  nine
months  ended September 30, 1997 was $8.8 million in 1997 compared to  a  pro
forma provision of $6.4 million in 1996. The increase results primarily  from
the  increase  in taxable earnings. The effective rate of the historical  and
pro  forma  provision for income taxes was approximately 40.7%  in  1997  and
41.0%  in  1996. The change in the effective rate in 1997 from  1996  results
from the benefit of available tax credits.

NET  INCOME:  As a result of the items discussed above, net income  increased
$3.6 million, or 39.9% to $12.8 million in 1997 from $9.1 million in the 1996
period.  Net  income increased to 7.8% of net sales from  7.0%  in  the  1996
period.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

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  requirements  result  primarily  from  purchases  of
inventory,  expenditures related to store openings and  the  working  capital
requirements  for  new and existing stores. The Company  takes  advantage  of
close-out and other special situation opportunities which frequently  results
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.

In  May  1996, the Company completed its initial public offering (see Note  2
above). The Company is using the net proceeds for the expansion of its retail
operations,  and  for  general corporate purposes. Since  the  offering,  the
Company  has  opened  15 new stores. At September 30, 1997  the  Company  had
purchased  the  land and buildings for 3 of the locations.  The  Company  may
purchase other locations in the future. Available cash not immediately needed
for   such  purposes  has  been  invested  in  short-term  investments  grade
securities.

During  the nine months ended September 30, 1997 and 1996, net cash  provided
by  (used  in)  operations was $8.8 million and ($17.7) million respectively.
Inventories  increased  $2.1 million in 1997 and increased  $1.0  million  in
1996.  Receivables  increased  $1.0  million,  in  1997  and  $0.9  in   1996
respectively.  Accounts payable was reduced $0.1 million  in  1997  and  $0.9
million in 1996. Current income taxes payable decreased $0.2 million in  1997
and  increased $2.0 million in 1996. The increase in 1996 is as a  result  of
the  change in corporate tax status to a C corporation. In the third  quarter
of  1997,  the  Company also reinvested $0.5 million of  interest  earned  on
marketable securities. Net cash used in investing activities was $7.8 million
in 1997, consisting of expenditures for property and equipment. In 1996, cash
flow  from  investing activities consisted of $3.9 million used  for  capital
expenditures. In 1997, net cash used in financing activities of $0.1  million
included  $0.5  for  payments on the capitalized warehouse  lease,  this  was
offset  by $0.4 of proceeds from the exercise of stock options. In 1996,  net
cash  provided  by  financing  activities  was  $20.0  million.  These  funds
represented  the net proceeds of the initial public offering in May  1996  of
$65.3  million.  The Company used approximately $39.9 million  to  pay  notes
payable and dividends payable declared to existing shareholders in connection
with  the Company's undistributed Subchapter S taxable earnings (see Notes  3
and 4).

The  Company has a $7.0 million bank line of credit facility bearing interest
at  the  bank's  prime rate. Under terms of the facility,  the  Company  must
comply  with  one  financial  covenant, the ratio  of  total  liabilities  to
tangible  net worth. As of September 30, 1997, the Company was in  compliance
with  this  covenant and there were no amounts outstanding  on  the  line  of
credit.

The  Company  believes  that  it  can adequately  fund  its  planned  capital
expenditures and working capital requirements for the next 12 months from the
net cash provided by operations, cash on hand and marketable securities.

<PAGE>

PART II    OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS
                 None

ITEM 2.    CHANGES IN SECURITIES
                 None

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES
                 None

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
                 None

ITEM 5.    OTHER INFORMATION
                 None

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K
                 None

EXHIBITS.
     (a) EXHIBIT 11.1 Statement Regarding Computation of Per Share Earnings
     (b) EXHIBIT 27.1 Financial Data Schedule
     
















<PAGE>

                               SIGNATURE



Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.


                                                  99 CENTS ONLY STORES


Date: October 30, 1997                            /s/ Andrew A. Farina
                                                  Andrew A. Farina
                                                  Vice President Finance






































<PAGE>

                                                       Exhibit 11.1



                            99 Cents Only Stores
                     Statement Regarding Computation of
                             Per Share Earnings
                           (Amounts in thousands)
                                      
                                      
                                      
                                      
                                    Three Months Ended    Nine Months Ended
                                        September 30,       September 30,
                                             1997                1997
                                           -------             -------

Net Income                                  $4,750             $12,795
                                           =======             =======
Common Stock:
    Shares outstanding from
      Beginning of period                   14,830              14,817

    Exercise of Employee Stock Options          21                  35

    Common Stock Equivalents                   408                 255
                                           -------             -------
    Weighted Average number of common
      shares outstanding                    15,259              15,107
                                           =======             =======
Earnings per common share                    $0.31               $0.85
                                           =======             =======























<PAGE>

                    EXHIBIT 27.1



<PERIOD TYPE>                           3-mos
<FISCAL YEAR END>                 Dec 31 1997
<PERIOD START>                   Jan  01 1997
<PERIOD END>                     Sep  30 1997
[CASH]                                  4,338
[SECURITIES]                           29,588
[RECEIVABLES]                           2,540
[ALLOWANCES]                             (183)
[INVENTORY]                            39,011
<CURRENT ASSETS>                       76,084
[PP&E]                                 38,085
[DEPRECIATION]                         (9,350)
<TOTAL ASSETS>                        111,192
<CURRENT LIABILITIES>                  10,057
[BONDS]                                     0
                       0
[PREFERRED]                                 0
[COMMON]                               65,751
<OTHER SE>                             23,946 <FN 1>
<TOTAL LIABILITY AND EQUITY>          111,192
[SALES]                               163,544
<TOTAL REVENUE>                       163,544
[CGS]                                  37,794
<TOTAL COSTS>                          13,313
<OTHER EXPENSES>                            0
<LOSS PROVISION>                            0
<INTEREST EXPENSE>                         45
<INCOME PRE TAX>                        8,097
<INCOME TAX>                            3,347
<INCOME CONTINUING>                     4,750
[DISCONTINUED]                              0
[EXTRAORDINARY]                             0
[CHANGES]                                   0
<NET INCOME>                            4,750
<EPS PRIMARY>                            0.31
<EPS DILUTED>                            0.31
< /TABLE>
<FN1> Retained Earnings




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