99 CENTS ONLY STORE
8-K, 1998-05-01
VARIETY STORES
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                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                              -------------------
[TYPE]

                                   FORM 8-K

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


      Date of Report (Date of earliest event reported): April 29, 1998


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


        California                1-11735             95-2411605
(State or other jurisdiction    (Commission          (IRS Employer
     of incorporation)         File Number)       Identification No.)


                           4000 Union Pacific Avenue
                     City of Commerce, California 90023  
                   (Address of principal executive offices)

                                (213) 980-8145
                        (Registrant's telephone number)


PAGE 1
<PAGE>

ITEM 5.   OTHER EVENTS

     Reference is made to the press release of Registrant, issued on April 29, 
1998, which contains information meeting the requirements of this Item 5, and 
which is incorporated herein by this reference.  A copy of this press release 
is attached to this Form 8-K as Exhibit 99.1.

PAGE 2
<PAGE>
                                  SIGNATURES


     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 hereunto duly authorized.


April 30, 1998                     99 Cents Only Stores



                                   By:  /s/ Eric Schiffer                 
                                       ----------------------------------
                                        Eric Schiffer
                                        Senior Vice President of Finance
                                        and Operations

PAGE 3
<PAGE>

                                 EXHIBIT INDEX



     EXHIBIT             
     -------             
       99.1         Press Release dated April 29, 1998      


PAGE 4
<PAGE>



99 CENTS ONLY STORES ANNOUNCES THE SALE OF 3.5 MILLION SHARES OF COMMON STOCK
AT $38.125

CITY OF COMMERCE, Calif.--April 29, 1998--99 Cents Only Stores Wednesday
announced the sale of 3.5 million shares of common stock at $38.125.

     Of the shares sold, 2.75 million shares were sold by certain selling 
shareholders and 750,000 shares were sold by the company.  The expenses of the 
offering are being paid entirely by the selling shareholders.

     Merrill Lynch & Co., Goldman, Sachs & Co., Salomon Smith Barney, 
EVEREN Securities Inc. and Piper Jaffray Inc. managed the offering.

     99 Cents Only Stores is the nation's oldest existing one-price retailer.  
99 Cents Only Stores emphasizes name-brand consumables at an excellent value, 
in clean, attractively merchandised stores.  The company's newest store, the 
fourth to open this year, will open Thursday in Lancaster, Calif.

     The company's common stock is traded on the New York Stock Exchange.

CONTACT:  99 Cents Only Stores, City of Commerce, Calif.
          Eric Schiffer, senior vice president, 213/881-9912



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