99 CENTS ONLY STORE
10-Q, 1998-05-15
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 MARCH 31, 1998

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, 18,587,841 Shares as of MARCH 31, 1998





PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

                        99 Cents Only Stores                          
                           Balance Sheets
                       (Amounts In Thousands)
                                                                      
                                                                      
                                                                      
                                            MARCH 31,    December 31, 
                                                 1998            1997 
                                          (Unaudited)                 
                                           ----------      ---------- 
Assets                                                                
                                                                      
Current assets:                                                       
Cash................................           $2,338            $882  
Short-term investments..............           33,084          32,584  
Accounts receivable, net of                                             
allowance for doubtful accounts of                                   
$152 and $178 as of March 31, 1998                                   
and December 31, 1997,                                               
respectively......................              2,718           1,510
Inventories.........................           43,598          43,114  
Other...............................            2,155             673  
                                             --------        --------  
Total current assets................           83,893          78,763  
                                                                       
Property and equipment, at cost:                                       
Land................................            8,072           8,072  
Building and improvements...........           10,804          10,804  
Leasehold improvements..............           13,008          10,986  
Fixtures and equipment..............            8,712           8,473  
Transportation equipment............              711             558  
Construction in progress............              623             776  
                                             --------        --------  
                                               41,930          39,669  
Less - accumulated depreciation                                        
       and amortization.............         (11,195)        (10,228)
                                             --------        --------  
Total property and equipment, net...           30,735          29,441  
                                                                       
Other assets:                                                          
Deferred income taxes...............            5,947           5,947  
Investment in Universal.............            2,594           3,708  
Deposits............................              234             234  
Other...............................            2,167           1,120  
Receivable from affiliated entity...              780             230  
                                             --------        --------  
                                               11,722          11,239  
                                                                       
                                             --------        --------  
Total assets........................         $126,350        $119,443  
                                             ========        ========  

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

<TABLE>
<CAPTION>
                            99 Cents Only Stores                             
                               Balance Sheets
                           (Amounts In Thousands)
                                                                             
                                                                             
                                                                             
<S>                                          <C>               <C>           
                                                  March  31,    December 31, 
                                                        1998            1997
                                                 (Unaudited)                 
                                                  ----------      ---------- 
Liabilities and Shareholders' Equity                                         
                                                                             
Current liabilities:                                                         
Current portion of capital                                                    
  lease obligation.......................               $716            $704
Accounts payable.........................              6,639           5,534  
Accrued expenses:                                                             
  Payroll and payroll related............                457           1,352  
  Sales tax..............................              1,131           1,467  
  Liability for claims...................                343             396  
  Other..................................                 54             824  
  Workers' compensation..................              1,115           1,091  
  Income taxes payable...................              3,447             211  
                                                    --------        --------  
Total current liabilities................             13,902          11,579  
                                                                              
Long-term liabilities:                                                        
Deferred rent............................              1,494           1,476  
Accrued interest on capitalized lease                                         
  Obligation.............................              2,224           2,075
Capital lease obligation, net of                                              
  current portion........................              7,821           8,005
                                                    --------        --------  
                                                      11,539          11,556  
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 - 18,587,841                                         
  shares at March 31, 1998 and                                                
  18,587,759 shares at December 31, 1997.             66,267          66,207  
  Retained earnings......................             34,642          30,101  
                                                    --------        --------  
Total shareholders' equity...............            100,909          96,308  
                                                    --------        --------  
Total liabilities and shareholders' equity          $126,350        $119,443  
                                                    ========        ========  
</TABLE>
The accompanying notes are an integral part of these balance sheets.


                        99 Cents Only Stores
                        Statements of Income
                            (Unaudited)
       (Amounts In Thousands Except Earnings Per Share Data)
                                                                    
                                           Three Months Ended       
                                                March 31,
                                                                    
                                               1998           1997  
                                           --------       --------  
Net sales:                                                          
99 Cents Only Stores................        $51,482        $39,168  
Bargain Wholesale...................         11,400         11,576  
                                           --------       --------  
Net sales...........................         62,882         50,744  
Cost of sales.......................         39,839         33,328  
                                           --------       --------  
Gross profit........................         23,043         17,416  
Selling, general and                                                
  administrative expenses...........         14,424         11,331  
                                           --------       --------  
Operating income....................          8,619          6,085  
                                                                    
Interest income (expense), net......            215            151  
                                           --------       --------  
Income before (loss) from minority                                  
  Interest..........................          8,834          6,236  
(Loss) from minority interest.......          (742)              -  
                                           --------       --------  
Income before provision for                                         
  Income taxes......................          8,092          6,236  
                                                                    
Provision for income taxes..........          3,551          2,560  
                                           --------       --------  
Net income..........................         $4,541         $3,676  
                                           ========       ========  
                                                                    
Earnings per common share:                                          
     Basic                                    $0.24          $0.20  
     Diluted                                  $0.24          $0.20  
                                                                    
Weighted average number of common                                   
  shares outstanding:                                               
     Basic                                   18,582         18,521  
     Diluted                                 18,964         18,731  
                                                                    

The accompanying notes are an integral part of these statements.






                            99 Cents Only Stores
                          Statements of Cash Flows
                                 (Unaudited)
                           (Amounts In Thousands)
                                                        Three Months Ended
                                                             March 31,
                                                            1998        1997
                                                        --------    --------
                                                                   
Cash flows from operating activities:                                       
Net income ......................................         $4,541      $3,676
Adjustment to reconcile net income to net cash                              
  provided by operating activities:                                         
Depreciation and amortization......................          999         624
                                                                            
Changes in asset and liabilities                                            
  Associated with operating activities:                                     
Accounts receivable................................      (1,208)       (509)
Short-term investments.............................        (500)       (329)
Inventories........................................        (484)       (332)
Other current assets...............................      (1,482)       (212)
Other assets.......................................      (1,629)           -
Accounts payable...................................        1,105       (888)
Accrued expenses...................................      (2,054)       (152)
Workers' compensation..............................           24        (45)
Income taxes payable...............................        3,236       2,423
Deferred rent......................................           18          10
Accrued interest...................................          149         140
                                                        --------    --------
Net cash provided by operating activities                  2,715       4,406
                                                                            
Cash flows from investing activities:                                       
Purchase of property and equipment.................      (2,261)     (1,817)
Investment in Universal ...........................        1,114           -
                                                        --------    --------
Net cash used in investing activities..............      (1,147)     (1,817)
                                                                            
Cash flows from financing activities:                                       
Payments of capital lease obligation...............        (172)       (160)
Net proceeds from exercise of stock options........           60           -
                                                        --------    --------
Net cash used in financing activities.............         (112)       (160)
Net increase in cash...............................        1,456       2,429
Cash, beginning of period..........................          882       3,375
                                                        --------    --------
Cash, end of period................................       $2,338      $5,804
                                                        ========    ========
The accompanying notes are an integral part of these statements.






                            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, 1997  audited
and  pro  forma  financial  statements and  notes  thereto  included  in  the
Company's  Form 10-K dated March 26, 1998, 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.

Concentration of Operations in Southern California

All  of  the  Company's retail stores are located in Southern California.  In
addition,  the Company's current retail expansion plans anticipate  that  all
planned  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.


2.  Earnings Per Common 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). Earnings per share amounts for 1997  have  been
restated to reflect the adoption of SFAS No. 128.












      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  month  periods ended  March  31,  follows  (amounts  in
thousands):

                                              1998    1997
                                              -----   -----
Weighted average number of common shares     18,582  18,521
outstanding-Basic.......................
Dilutive effect of outstanding stock            382     210
options.................................
                                             ------  ------
Weighted average number of common shares     18,964  18,731
outstanding-Diluted.....................
                                            ======  ======
                                                          



3.  Investment in Universal International, Inc.

      In  November  1997,  the  Company acquired  approximately  48%  of  the
outstanding  common stock of Universal International, Inc. ("Universal")  for
$4  million  in cash and inventory. The investment in Universal is  accounted
for  using  the  equity  method of accounting. The  investment  is  increased
(reduced)  by  a  credit (charge) to income for 48% of the  Universal  income
(loss).  Summary  information relating to the results of operations  and  the
financial  condition  of Universal for fiscal 1997 and for  the  first  three
months of 1998 and 1997 are as follows (amounts in thousands):

                          March 31   March 31  December 31,
                              1998       1997          1997
                              -----      -----         -----
Sales.................      $15,501    $13,579       $68,705
Net loss..............      (1,553)    (2,440)      (11,887)
Total assets..........       32,812     41,427        31,388
Shareholders' equity..        6,828     14,048         8,601
                                                            

     During the period from the purchase of 48% of the Universal common stock
to  March  31,  1998,  the  Company had made  $1.3  million  in  advances  to
Universal.

     In February 1998, the Company announced a proposal to acquire all of the
issued  and  to-be-issued  shares  of  the  common  stock  of  Universal  and
Odd's-N-End's  Inc. ("Odd's-N-End's")(approximately 41% of  Odd's-N-End's  is
owned  by  Universal). If the acquisitions are consummated as  proposed,  the
Company  will  issue  to the shareholders of Universal approximately  305,800
shares  of  the  Company's  common stock and  will  pay  to  the  holders  of
Odd's-N-End's common stock approximately $830,000 in cash. As  of  March  31,
1998, Universal had a note receivable due from Odd's-N-End's of approximately
$10.4  million.  The  transaction is expected to close by approximately  July
1998.  Included  in  the 99 Cents Only Stores results of operations  for  the
three months ended March 31, 1998 is a $742 thousand charge representing  the
Company's 48% share of the Universal loss for the first quarter of 1998.


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

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 31, 1998, operates a chain  of
54  deep-discount 99 Cents Only Stores. The Company's growth during the  last
three  years  has come primarily from new store openings and  growth  in  its
Bargain  Wholesale  division. The Company opened  ten  stores  in  1997.  The
Company  opened  two  stores (including one relocation) in  the  first  three
months  of  1998, one each in San Bernardino, California and North Hollywood,
California  and  plans  to  open  an  additional  11  stores  (including  one
relocation)  during  the  remainder of the year.  Of  the  additional  stores
planned  for  1998, the Company has secured sites for five  additional  store
locations.

      Bargain  Wholesale's  growth  has been  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  99  Cents  Only
Stores net sales. However, Bargain Wholesale complements the Company's retail
operations  by  allowing the Company to purchase in larger  volumes  at  more
favorable pricing and to generate additional net sales with relatively  small
incremental increases in operating expenses.

      Comparable stores net sales increased 1.5% during the year in 1997  and
for the first quarter of 1998. 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 facility. In some of these situations,  the  Company
retained its existing store as 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 past year, average net sales per estimated saleable  square
foot  was  $354 per square foot. As the Company targets larger locations  for
new  store development it is expected that the sales per square foot will  be
negatively  impacted.  Existing  stores average  approximately  15,000  gross
square  feet.  Since January 1, 1995, the Company has opened  24  new  stores
(including two relocations in 1995 and one in 1996) that average over  19,000
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 increased its net sales, operating income and net
income in the first quarter of 1998. For the first quarter of 1998 it had net
sales  of  $62.9 million, operating income of $8.6 million and net income  of
$4.5  million,  representing a 23.9%, 41.6% and  23.5%  increase  over  1997,
respectively.

Recent Developments

      In  November  1997,  the  Company acquired  approximately  48%  of  the
outstanding  Common  Stock  of  Universal.  In  February  1998,  the  Company
announced a proposal to acquire all of the issued and to-be-issued shares  of
the  Common  Stock  of  Universal  and  Odd's-N-End's.  Together,  these  two
companies  operate  44 retail stores in Minnesota and the  surrounding  upper
Midwest  region, eight retail stores in Texas and 22 retail stores  in  upper
New  York State. If the acquisitions are consummated as proposed, the Company
will  issue to the shareholders of Universal approximately 305,800 shares  of
the  Company's  Common  Stock and will pay to the  holders  of  Odd's-N-End's
common  stock approximately $830,000 in cash. Universal has a note receivable
due from Odd's-N-End's of approximately $10.4 million.

     Currently the Company's ownership interest in Universal is accounted for
using  the  equity  method. The impact of the inclusion of Universal  in  the
Company's  financial statements for first quarter ended March  31,  1998  was
($742)  thousand.  Upon  consummation of the acquisition  of  Universal,  the
Company will consolidate the results of operations of Universal with those of
the  Company,  and will preliminarily record approximately  $7.4  million  in
goodwill on its balance sheet, which will be amortized over 30 years and will
result  in  increased  amortization expense in  future  periods.  Universal's
business  is seasonal. Historically, all of its earnings have been  generated
in  the  fourth  quarter, and it has incurred losses during the  first  three
quarters of the calendar year. As a result, shareholders equity is likely  to
be  lower  and the amount of goodwill related to the acquisition of Universal
is  likely to be of a greater magnitude at the closing date compared  to  the
current  estimate of $7.4 million. The Company expects to continue to provide
financial  support  to  Universal through the date of closing  through  trade
credit  and other advances. Such amounts will be provided from the  Company's
ongoing cash flows from operations and its existing working capital.

      On  March  31,  1998,  the  Company  announced  that  it  had  filed  a
registration statement with the Securities and Exchange Commission covering a
public  offering  of  an  aggregate  of  3,500,000  shares  of  Common  Stock
(4,025,000 shares if the underwriters' over-allotment option is exercised  in
full). Of the shares offered, the Company offered 750,000 newly issued shares
(862,500  shares if the underwriters' over-allotment option is  exercised  in
full).  The offering was consummated as proposed on April 30, 1998.  The  net
proceeds  of the offering to the Company were $27.3 million. The Company  did
not  receive  any of the net proceeds from the sale of shares by the  selling
shareholders






     The Company has made in this Form 10-Q forward-looking statements within
the  meaning  of Section 27A of the Securities Act concerning  the  Company's
operations,  expansion plans, economic performance, financial condition,  the
pending acquisitions of Universal and Odd's-N-End's and their effect  on  the
Company's  results of operations and the results of operations of  Universal,
store  openings, purchasing abilities, sales per square foot  and  comparable
store  net  sales  trends  and  capital  requirements.  Such  forward-looking
statements  may  be  identified  by  the use  of  words  such  as  "believe",
"anticipate,"  "intend"  and  "expect". Such forward-looking  statements  are
subject  to various risks and uncertainties, certain of which are beyond  the
Company's  control.  Actual  results  could  differ  materially  from   those
currently  anticipated  due to a number of factors,  including  certain  risk
factors. Some of those factors include (i) the Company's ability to open  new
stores  on  a  timely basis and operate them profitably, (ii)  the  Company's
ability   to   integrate  Universal  and  Odd's-N-End's  achieve  anticipated
operating synergies and to operate their stores at multiple price points  and
in  different  geographic  locations, (iii)  the  orderly  operation  of  the
Company's  receiving  and  distribution  process,  (iv)  inflation,  consumer
confidence  and  other  general economic factors,  (v)  the  availability  of
adequate  inventory and capital resources, (vi) the risk of a  disruption  in
sales   volume   in   the   fourth  quarter  and   other   seasonal   factors
(vii)  dependence  on key personnel and control for the Company  by  existing
shareholders  and  (viii) increased competition from new  entrants  into  the
deep-discount   retail  industry.  The  Company  does  not  ordinarily   make
projections  of its future operating results and undertakes no obligation  to
publicly update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise.


Three  Months Ended March 31, 1998 Compared to Three Months Ended  March  31,
1997
                                      
NET  SALES: Net sales increased $12.1 million, or 23.9%, to $62.9 million  in
the  1998 period from $50.7 million in the 1997 period. 99 Cents Only  Stores
net  sales increased approximately $12.3 million, or 31.4%, to $51.5  million
in  the  1998  period  from  $39.2 million in the 1997  period,  and  Bargain
Wholesale  net  sales decreased $0.2 million, to $11.4 million  in  the  1998
period  from $11.6 million in the 1997 period. The increase in 99 Cents  Only
Stores net sales was attributable to the net effect of four new larger stores
opened and the closure of two smaller stores, the full quarter effect  of  10
new stores opened in 1997, and a 1.5% increase in comparable same store sales
in 1998. Comparable store sales were impacted by new store openings within  a
3  mile  radius  of  existing stores. The Bargain Wholesale  net  sales  were
affected negatively by currency exchange factors.

GROSS PROFIT: Gross profit increased approximately $5.6 million, or 32.3%, to
$23.0  million in the 1998 period from $17.4 million in the 1997 period.  The
increase in gross profit was due to higher net sales and an increase  in  the
gross  profit  margin  to 36.6% in the 1998 period from  34.3%  in  the  1997
period. The 2.3% point increase in the gross profit margin is due to a higher
proportion  of retail net sales, which typically have a higher  gross  margin
than wholesale sales and merchandise cost factors.



SELLING,  GENERAL  AND ADMINISTRATIVE: SG&A increased  by  $3.1  million,  or
27.3%, to 14.4 million in 1998 period from $11.3 million in 1997 period. This
was  primarily due to increased costs associated with new store growth. As  a
percentage  of  net sales, SG&A increased slightly to 22.9% from  22.3%.  The
increase as a percentage of net sales was primarily due to increased  payroll
costs primarily resulting from state and federally mandated increases in  the
minimum wage. In addition, the minimum wage in California increased to  $5.75
per  hour  in  March 1998. Legislation has been introduced in  California  to
further  increase  the minimum wage from $5.75 to $6.75  per  hour  effective
January 1999.


OPERATING INCOME: As a result of the items discussed above, operating  income
increased  $2.5 million, or 41.6%, to $8.6 million in 1998 from $6.1  million
in 1997. The operating margin increased to 13.7% in 1998 from 12.0% in 1997.

INTEREST  INCOME (EXPENSE): Interest income (expense) relates to interest  on
the  Company's capitalized warehouse lease and net of interest earned on  the
Company's  cash balances and short-term investments. The change  in  interest
expense  between  1998  and  1997 was due to interest  earned  on  short-term
marketable securities. During 1998 and 1997, the Company had no bank debt.

(LOSS  FROM  MINORITY  INTEREST):  The  Company's  owns  a  48%  interest  in
Universal International, Inc. Its share of the Universal loss from operations
for  the  period ended March 31, 1998 was ($742) thousand. No tax benefit  is
applied  to this loss. Universal has tax loss carryforewards of approximately
$15 million as of March 31, 1997.

PROVISION  FOR  INCOME TAXES: The provision for income taxes  for  the  three
months  ended  March  31, 1998, was $3.6 million in  1998  compared  to  $2.6
million  in 1997. The effective rates of the historical provision for  income
taxes  was approximately 40.2% in 1998 and 41.1% in 1997. The change  in  the
effective  rate in 1998 from 1997 results from the benefit of  available  tax
credits.

NET  INCOME:  As a result of the items discussed above, net income  increased
$0.9  million, or 23.5% to $4.5 million in 1998 from $3.7 million in the 1997
period. Net income as a percentage of sales is 7.2% in 1998.


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.

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

As  of  March  31, 1998 the Company had purchased the land and buildings  for
three of its retail store 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  three  months period ended March 31, 1998  and  1997,  net  cash
provided  by  operations  was  $2.7 million and  $4.4  million  respectively.
Inventories  increased  $0.5 million in 1998 and increased  $0.3  million  in
1997.  Receivables  increased  $1.2  million,  in  1998  and  $0.5  in   1997
respectively.  Accounts payable increased $1.1 million in 1998 and  decreased
$0.9 million in 1997. Current income taxes payable increased $3.2 million  in
1998 and increased $2.4 million in 1997. The increase in 1998 is a result  of
the  increased in taxable income and the inability to give tax effect for the
Company's  share  of  the Universal loss as mentioned  above.  In  the  first
quarter of 1998, the Company also reinvested $0.5 million of interest  earned
on  marketable  securities. Net cash used in investing  activities  was  $1.1
million  in  1998, consisting of expenditures for property and  equipment  of
$2.3 million and the decrease in the Universal investment of $1.1 million. In
1997, cash flow from investing activities consisted of $1.8 million used  for
capital expenditures. In 1998, net cash used in financing activities of  $0.1
million  included $0.2 for payments on the capitalized warehouse lease,  this
was  offset by $0.1 of proceeds from the exercise of stock options. In  1997,
net  cash  provided  by  financing activities was $0.2 million.  These  funds
represented payments on the capitalized warehouse lease.

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 March 31, 1998, the Company was in compliance  with
this  covenant and there were no amounts outstanding on the line  of  credit.
The  credit agreement expires in June 1998, at which time the Company expects
that  it  will  be  renewed. As of March 31, 1998, there were  no  borrowings
outstanding  under the line of credit and outstanding letters of credit  were
approximately $1.6 million ($1.1 million of which related to a standby letter
of credit required by the State of California to be self-insured for worker's
compensation).

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

The  Company plans to open new stores at a targeted annual rate of  20%.  The
average  investment  per  new  store  opened  in  1996,  including  leasehold
improvements,  furniture, fixtures and equipment, inventory  and  pre-opening
expenses, was approximately $650,000. Inventory and pre-opening expenses  are
not  capitalized  by  the Company. The Company's cash  needs  for  new  store
openings are expected to total approximately $8.5 million in each of 1998 and
1999.  The Company's total planned expenditures in each of 1998 and 1999  for
additions  to  fixtures  and leasehold improvements of  existing  stores  are
approximately   $600,000.  The  Company  believes  that  its  total   capital
expenditure  requirements  (including new store openings)  will  increase  to
approximately $11.4 million and $11.6 million in 1998 and 1999, respectively.
Capital  expenditures in 1998 and 1999 are currently expected to be  incurred
primarily for new store openings, improvements to existing stores and  system
and  general  corporate infrastructure. The Company believes that  cash  flow
from operations, availability under its credit agreement and the net proceeds
from its planned offering will be sufficient to meet operating needs, capital
spending  requirements and the retirement of Universal debt  and  payment  of
overdue accounts payable of Universal for at least the next twelve months.

Year 2000

The  Company has completed an assessment of its existing software systems and
after reviewing various factors, one of which being the year 2000 issue,  has
determined  that  certain modifications or upgrades  to  or  replacements  of
certain  software  is required.  The Company anticipates  that  the  required
changes  to its existing computer systems will be substantially completed  no
later than mid-1999.  The year 2000 project cost is not anticipated to have a
material  effect on the results of operations. The costs of the  project  and
the  date on which the Company believes it will complete the changes  to  its
computer systems are based on management's best estimates, which were derived
utilizing  numerous assumptions of future events.  However, there can  be  no
guarantee  that  these  estimates will be achieved and actual  results  could
differ  materially  from those anticipated. The project is  scheduled  to  be
completed no later than mid-1999.



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
               (A) EXHIBIT 27.01 Financial Data Schedule
               (B) Item 5. 8-K filed on April 21, 1998











                               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: May 15, 1998                                /s/ Andrew A. Farina
                                                  Andrew A. Farina
                                                  Vice President Finance



































                                          EXHIBIT 27.1
                                                
                 99 Cents Only Stores
               Financial Data Schedule
                                                
<PERIOD TYPE>                             3-mos 
<FISCAL YEAR END>                   Dec 31 1998 
<PERIOD START>                     Jan  01 1998 
<PERIOD END>                      March 31 1998 
[CASH]                                    2,338 
[SECURITIES]                             33,084 
[RECEIVABLES]                             2,718 
[ALLOWANCES]                              (152) 
[INVENTORY]                              43,598 
<CURRENT ASSETS>                         83,893 
[PP&E]                                   41,930 
[DEPRECIATION]                         (11,195) 
<TOTAL ASSETS>                          126,350 
<CURRENT LIABILITIES>                    13,902 
[BONDS]                                       0 
                         0 
[PREFERRED]                                   0 
[COMMON]                                 66,267 
<OTHER SE>                               34,642 <FN 1>
<TOTAL LIABILITY AND EQUITY>            126,350 
[SALES]                                  62,882 
<TOTAL REVENUE>                          62,882 
[CGS]                                    39,839 
<TOTAL COSTS>                            14,424 
<OTHER EXPENSES>                            338 
<LOSS PROVISION>                              0 
<INTEREST EXPENSE>                          189 
<INCOME PRE TAX>                          8,092 
<INCOME TAX>                              3,551 
<INCOME CONTINUING>                       4,541 
[DISCONTINUED]                                0 
[EXTRAORDINARY]                               0 
[CHANGES]                                     0 
<NET INCOME>                              4,541 
<EPS PRIMARY>                              0.24 
<EPS DILUTED>                              0.24 
                                                
<FN1> Retained Earnings                         




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