UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10 K/A

[X]        AMENDMENT NO. 2 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
              SECURITIES EXCHANGE ACT OF 1934

for the fiscal year ended January 30, 1999

OR

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

For the period                                          to                                         

Commission file number 1-8897

CONSOLIDATED STORES CORPORATION

1105 North Market Street, Suite 1300
P.O. Box 8985
Wilmington, Delaware 19899
(Address of principal executive offices)

(302) 478-4896

Securities registered pursuant to Section 12(b) of the Act:

Indicate whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [    ]

Indicate if the 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 the registrant’s knowledge, in a definitive proxy or information statement incorporated by reference in Part III of this FORM 1O-K or any amendment to this FORM 1O-K [  ]

The aggregate market value (based on the closing price on the New York Stock Exchange) of the Common Stock of the Registrant held by non affiliates of the Registrant was $3,031,625,519 on March 26, 1999. For purposes of this response, executive officers and directors are deemed to be the affiliates of the Registrant and the holdings by non affiliates was computed as 104,538,811 shares.

The number of shares of Common Stock $.01 par value per share, outstanding as of March 26, 1999, was 109,901,936 and there were no shares of Non-Voting Common Stock, $.01 par value per share outstanding at that date.

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Pursuant to Rule 15d-21 under the Securities Exchange Act of 1934, the undersigned registrant hereby amends its annual report on Form 10-K for the fiscal year ended January 30, 1999, to include the following information and financial statements required by Form 11-K with respect to the Consolidated Stores Corporation Savings Plan (Plan) for the year ended December 31, 1998 as restated.

CONSOLIDATED STORES CORPORATION SAVINGS PLAN
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INDEPENDENT AUDITORS’ REPORT

To the Plan Administrator of the Consolidated Stores Corporation Savings Plan:

We have audited the accompanying statements of net assets available for benefits of the CONSOLIDATED STORES CORPORATION SAVINGS PLAN (the Plan) as of December 31, 1998 and 1997, and the related statement of changes in net assets available for benefits for the year ended December 31, 1998. These financial statements are the responsibility of the Plan Administrator. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards. 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, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1998 and 1997, and the changes in net assets available for benefits for the year ended December 31, 1998, in conformity with generally accepted accounting principles.

As discussed in the Restatement note to the financial statements, the accompanying 1998 financial statements have been restated.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of (1) assets held for investment as of December 31, 1998 (as restated), and (2) reportable transactions in excess of five percent of the current value of Plan assets for the year ended December 31, 1998, are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These schedules are the responsibility of the Plan’s administrator. Such schedules have been subjected to the auditing procedures applied in our audit of the basic 1998 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.

DELOITTE & TOUCHE LLP

Dayton, Ohio
May 7, 1999
(June 16, 2000, as to the Restatement Note to the financial statements)

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CONSOLIDATED STORES CORPORATION SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

See notes to financial statements.

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CONSOLIDATED STORES CORPORATION SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

See notes to financial statements.

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CONSOLIDATED STORES CORPORATION SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS

PLAN DESCRIPTION

On December 31, 1998, there were 25,923 employees eligible to participate in the Plan. On that date 7,930 were actively participating.

The following brief description of the Consolidated Stores Corporation Savings Plan (“Plan”) provides only general information. Participants should refer to the Plan document for more complete information.

The purposes of the Plan are to encourage employee savings, to facilitate employee ownership of the Common Stock of Consolidated Stores Corporation, and to provide benefits during the employee’s participation in the Plan and upon retirement, death, disability or termination of employment.

The administrator of the Plan is Consolidated Stores Corporation Savings Plan Committee (“Committee”). The Trustee of the Plan is The Fifth Third Bank of Cincinnati. (see TRUST AGREEMENT).

All employees of Consolidated Stores Corporation and any of its subsidiaries (“Company”) which have adopted the Plan are eligible to participate. Participants must have attained age twenty-one and have completed one year of service prior to eligibility. Eligible employees may begin participation on the first day of the month following satisfaction of eligibility requirements. For any plan year, participants may contribute to the Plan any whole dollar amount not less than 1% of their compensation for such plan year but not more than the lesser of $9,500 (or such larger amount in accordance with Code Section 402(g) which is $10,000 as of January 1, 1998) or 15% of their compensation for the plan year. For the Plan years 1998 and 1997 the Company made matching contributions to the Plan on behalf of participants in an amount equal to 100% of the first 2% and 50% of the next 4%, of the employee’s first 6% contribution. The Company’s matching contributions may be made in the form of Common Stock of the Company.

Participants may elect to allocate their elective contribution to any of the Investment Funds (See INVESTMENT PROGRAMS) in increments of 1%. Additionally, this allocation may be revised or investment balances may be transferred by the participant upon notifying participant services by telephone.

Each participant shall be fully vested in the Company’s matching contributions allocable to their account in the event of retirement or other termination of employment on or after his or her 65th birthday, on account of disability, as defined, or by reason of death.

A participant whose employment terminates under circumstances other than those described in the preceding paragraph will be vested in a portion of the Company’s matching contribution based on years of service as follows:

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CONSOLIDATED STORES CORPORATION SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)

PLAN DESCRIPTION — continued

On termination of service due to death, disability, or retirement, a participant may elect to receive either a lump-sum amount equal to the value of the participant’s vested interest in their account, or annual installments over a ten year period. For termination of service due to other reasons, a participant may receive the value of their vested interest as a lump-sum distribution. The portion of the Company’s matching contribution that is not fully vested will be forfeited at the time employment terminates. The Company has the right to terminate or amend the Plan at any time. In the event of termination, the Plan assets will be distributed to the participants, after payment of any expenses properly chargeable thereto, in proportion to their respective account balances.

Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance. Loan transactions are treated as a transfer to the Loan and Short Term Investment fund from the Participant investment funds. One loan per participant may be outstanding at any time and the loan term may not exceed 5 years. Loans are secured by the balance in the participant’s account and bear interest at the prime rate plus 1% (rounded to the next 1/4%) as quoted in The Wall Street Journal as of the most recent quarters end when the loan application is approved. Loan repayments, including interest, are through regular payroll deductions. Loan balance may be paid off at any time without penalty.

At December 31, 1998, forfeited non vested accounts totaled $63,534. These accounts may be utilized to offset future employer contributions. A total of $63,878 was used to reduce employer contributions during 1998.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting. The financial statements of the Plan are prepared on the accrual basis of accounting.

Investments. Investments are reflected in the accompanying statement of net assets available for benefits at market value, which is the valuation of the security or interest in an equity fund at year-end as determined by the quoted market price.

Net Appreciation (Depreciation) on Investments. Realized gains and losses are determined on a first-in, first-out basis utilizing a revalued cost which is calculated using beginning of the year market values, or purchase price if acquired during the year. Unrealized appreciation (depreciation) of investments is calculated as the market value at the end of the year less the market value at the beginning of the year, or purchase price if acquired during the year.

Payment of Benefits. Benefits are recorded when paid.

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CONSOLIDATED STORES CORPORATION SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)

TRUST AGREEMENT

Under a trust agreement The Fifth Third Bank of Cincinnati is responsible for investing the participants’ contributions in the funds designated by each participant. In addition, the trustee processes and distributes all distributions from the Plan based on information provided by the Company. Administrative fees due under the trust agreement are paid by the Company.

INVESTMENT PROGRAMS

During the years ended December 31, 1998 and 1997, participants could direct their contributions to different funds of the Plan as described below:

Money Market Funds

Merrill Lynch Retirement Preservation Trust. According to the fund prospectus, the Merrill Lynch Retirement Preservation Trust (“RP Trust”) is a collective trust fund that invests primarily in Investment Contracts (GlCs) and United States Government and United States Government Agency securities.

Mutual Funds

Merrill Lynch Basic Value Fund, Inc. According to the fund prospectus, the Merrill Lynch Basic Value Fund, Inc. (“BV Fund”) is a diversified, open-end, investment company seeking capital appreciation and, secondarily, income by investing in securities, primarily equities.

Merrill Lynch Capital Fund, Inc. According to the fund prospectus, the Merrill Lynch Capital Fund, Inc. (“Capital Fund”) seeks to achieve the highest total investment return consistent with prudent risk through a fully managed investment policy utilizing equity, debt (including money market) and convertible securities.

Merrill Lynch Global Allocation Fund, Inc. According to the fund prospectus, the Merrill Lynch Global Allocation Fund, Inc. (“Global Fund”) is a non-diversified mutual fund seeking high total investment return, through a fully-managed investment policy utilizing United States and foreign equity, debt, and money market securities.

Merrill Lynch Growth Fund. According to the fund prospectus, the Merrill Lynch Growth Fund (“Growth Fund”) is a mutual fund seeking to provide growth of capital and, secondarily, income by investing in a diversified portfolio of primarily equity securities.

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CONSOLIDATED STORES CORPORATION SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)

Company Stock Fund

Consolidated Stores Corporation Stock Fund. Contributions are invested in Common Shares of Consolidated Stores Corporation. All employer matching contributions are made to this fund.

TAX STATUS

The Plan and its Trust qualify for special tax treatment under Sections 401(a), 401(k), and 501(a) of the Internal Revenue Code of 1986, as amended. Qualification under these sections means the Plan is exempt from Federal income tax. Accordingly, no provision for Federal income taxes has been made in the accompanying financial statements.

TRANSFERRED ASSETS

Effective January 16, 1998, the Company acquired Mac Frugal’s Bargains • Closeouts, Inc (Mac Frugal’s) through a pooling of interest. As a result of this combination, eligible associates of Mac Frugal’s were transferred into the Company’s Plan in May of 1998.

SUBSEQUENT EVENT

Effective February 1, 1999, three additional funds to which participants could direct their contributions were made available. These funds are the Janus Twenty Fund, Fidelity US Bond Fund and Dreyfus S&P 500 Index Fund.

RESTATEMENT

Subsequent to the issuance of the Plan’s 1998 financial statements, the Plan’s management determined that a transaction involving Consolidated Stores Corporation common shares was recorded twice in the Plan’s financial statements thereby overstating the value of the Plan’s recorded investment in the common shares. As a result, the Plan’s 1998 financial statements have been restated from the amounts previously reported to reflect the appropriate recording of this transaction. A summary of the significant effects of the restatement is as follows:

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CONSOLIDATED STORES CORPORATION SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)

NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT PROGRAM

				December 31, 1998
								Loan and
								Short-term				Retirement
				Number of				Investment				Preservation				Basic Value				Capital
				Shares				Fund				Trust				Fund				Fund
		ASSETS
Investment in Securities:
	Consolidated Stores Corporation Common Stock				1,043,631			$				$				$				$
Investment in Mutual Funds:
	Basic Value Fund				420,613												15,985,777
	Capital Fund				256,972																8,844,077
	Global Allocation Fund				480,416
	Growth Fund				323,329
Investment in Money Market Funds					30,506,239								30,506,239
Contribution receivable from:
	Consolidated Stores Corporation
	Participants								74,775				81,826				42,556				27,943
Loans receivable									6,901,197
Receivable from nonqualified plan													38,170				38,028				15,749
								$	6,975,972			$	30,626,235			$	16,066,361			$	8,887,769

[Additional columns below]

[Continued from above table, first column(s) repeated]

				December 31, 1998
				Global
				Allocation				Growth				Company				Plan
				Fund				Fund				Stock Fund				Total
		ASSETS
Investment in Securities:
	Consolidated Stores Corporation Common Stock			$				$				$	21,068,301			$	21,068,301
Investment in Mutual Funds:
	Basic Value Fund																15,985,777
	Capital Fund																8,844,077
	Global Allocation Fund				6,077,860												6,077,860
	Growth Fund								7,121,289								7,121,289
Investment in Money Market Funds																	30,506,239
Contribution receivable from:
	Consolidated Stores Corporation												5,350,492				5,350,492
	Participants				22,710				33,893				56,639				340,342
Loans receivable																	6,901,197
Receivable from nonqualified plan					12,313				20,014				130,341				254,615
				$	6,112,883			$	7,175,196			$	26,605,773			$	102,450,189

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CONSOLIDATED STORES CORPORATION SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)

NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT PROGRAM — continued

					December 31, 1997
									Loan and
									Short-term				Retirement
					Number of				Investment				Preservation				Basic Value				Capital
					Shares				Fund				Trust				Fund				Fund
			ASSETS
Investment in Securities:
	Consolidated Stores Corporation Common Stock					970,731			$				$				$				$
Investment in Mutual Funds:
	Basic Value Fund					308,360												11,434,052
	Capital Fund					179,879																6,207,534
	Global Allocation Fund					248,844
	Growth Fund					275,682
Investment in Money Market Funds						11,863,044								11,863,044
Contribution receivable from:
	Consolidated Stores Corporation
	Participants									45,457				33,046				25,471				15,276
Loans receivable										4,907,483
Receivable from nonqualified plan														31,340				44,361				26,588
										4,952,940				11,927,430				11,503,884				6,249,398
		LIABILITIES
Payable to Plan participants														76,435				48,283				10,191
														76,435				48,283				10,191
									$	4,952,940			$	11,850,995			$	11,455,601			$	6,239,207

[Additional columns below]

[Continued from above table, first column(s) repeated]

					December 31, 1997
					Global
					Allocation				Growth				Company				Plan
					Fund				Fund				Stock Fund				Total
			ASSETS
Investment in Securities:
	Consolidated Stores Corporation Common Stock				$				$				$	42,676,234			$	42,676,234
Investment in Mutual Funds:
	Basic Value Fund																	11,434,052
	Capital Fund																	6,207,534
	Global Allocation Fund					4,932,645												4,932,645
	Growth Fund									7,926,939								7,926,939
Investment in Money Market Funds																		11,863,044
Contribution receivable from:
	Consolidated Stores Corporation													3,421,236				3,421,236
	Participants					14,670				18,134				42,679				194,733
Loans receivable																		4,907,483
Receivable from nonqualified plan						23,869				28,844				178,907				333,909
						4,971,184				7,973,917				46,319,056				93,897,809
		LIABILITIES
Payable to Plan participants						9,635				20,915				59,371				224,830
						9,635				20,915				59,371				224,830
					$	4,961,549			$	7,953,002			$	46,259,685			$	93,672,979

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CONSOLIDATED STORES CORPORATION SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)

CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT PROGRAM

			For the Year Ended December 31, 1998
			Loan and Short-				Retirement
			term Investment				Preservation				Basic Value				Capital
			Fund				Trust				Fund				Fund
INCREASE IN PLAN ASSETS:
Contributions:
	Participant contributions		$				$	2,911,089			$	1,438,187			$	872,837
	Company contributions
Investment Income:
	Interest			510,376
	Dividend							1,191,923				1,244,313				518,256
Transfer of Plan assets from acquired Company				26,554,147
TOTAL INCREASES				27,064,523				4,103,012				2,682,500				1,391,093
DECREASES (INCREASES) IN PLAN ASSETS:
Net (appreciation) depreciation in fair value of investments								(15,557	)			(49,974	)			221,049
Benefits paid to participants and administrative expenses				749,483				3,071,360				1,437,331				630,328
Interfund transfers — net				24,292,008				(17,728,031	)			(3,315,617	)			(2,108,846	)
TOTAL DECREASES (INCREASES)				25,041,491				(14,672,228	)			(1,928,260	)			(1,257,469	)
NET INCREASE (DECREASE) IN PLAN ASSETS				2,023,032				18,775,240				4,610,760				2,648,562
NET ASSETS — Beginning of year				4,952,940				11,850,995				11,455,601				6,239,207
NET ASSETS — End of year			$	6,975,972			$	30,626,235			$	16,066,361			$	8,887,769

[Additional columns below]

[Continued from above table, first column(s) repeated]

			For the Year Ended December 31, 1998
			Global								Company Stock				Plan
			Allocation Fund				Growth Fund				Fund				Total
INCREASE IN PLAN ASSETS:
Contributions:
	Participant contributions		$	768,351			$	1,252,617			$	1,882,302			$	9,125,383
	Company contributions											4,941,658				4,941,658
Investment Income:
	Interest															510,376
	Dividend			695,063				142,597				1,460				3,793,612
Transfer of Plan assets from acquired Company																26,554,147
TOTAL INCREASES				1,463,414				1,395,214				6,825,420				44,925,176
DECREASES (INCREASES) IN PLAN ASSETS:
Net (appreciation) depreciation in fair value of investments				766,960				2,231,664				22,431,005				25,585,147
Benefits paid to participants and administrative expenses				551,530				794,873				3,327,914				10,562,819
Interfund transfers — net				(1,006,410	)			(853,517	)			720,413
TOTAL DECREASES (INCREASES)				312,080				2,173,020				26,479,332				36,147,966
NET INCREASE (DECREASE) IN PLAN ASSETS				1,151,334				(777,806	)			(19,653,912	)			8,777,210
NET ASSETS — Beginning of year				4,961,549				7,953,002				46,259,685				93,672,979
NET ASSETS — End of year			$	6,112,883			$	7,175,196			$	26,605,773			$	102,450,189

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CONSOLIDATED STORES CORPORATION SAVINGS PLAN

Item 27(a) — SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1998
(As Restated, see Note 1)

* Represents a party-in-interest.

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CONSOLIDATED STORES CORPORATION SAVINGS PLAN

Item 27(d) — SCHEDULE OF REPORTABLE TRANSACTIONS
Year Ended December 31, 1998

* Represents a party-in-interest.

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INDEPENDENT AUDITORS’ CONSENT

We hereby consent to the incorporation by reference in (i) Registration Statement No. 33-42502 on Form S-8 pertaining to Consolidated Stores Corporation Director Stock Option Plan (ii) Registration Statement No. 33-42692 on Form S-8 pertaining to Consolidated Stores Corporation Supplemental Savings Plan (iii) Post Effective Amendment No. 2 to Registration Statement No. 33-6068 on Form S-8 pertaining to Consolidated Stores Corporation Executive Stock Option and Stock Appreciation Rights Plan (iv) Post Effective Amendment No. 1 to Registration Statement No. 33-19378 on Form S-8 pertaining to Consolidated Stores Corporation Savings Plan (v) Post Effective Amendment No. 2 to Registration Statement No. 333-2545 on Form S-3 pertaining to the issuance of Consolidated Stores Corporation Common Shares (vi) Registration Statement No. 333-32063 on Form S-8 pertaining to Consolidated Stores Corporation 1996 Performance Incentive Plan and (vii) Registration Statement No. 333-41143 on Form S-4 pertaining to the issuance of Consolidated Stores Corporation Common Shares of our report dated May 7, 1999, June 16, 2000 as to the Restatement Note (which expresses an unqualified opinion and includes an explanatory paragraph relating to the restatement described in the Restatement Note to the financial statements), relating to the financial statements of Consolidated Stores Corporation Savings Plan, appearing in this Amendment No. 2 to the Annual Report on Form 10-K of Consolidated Stores Corporation for the year ended January 30, 1999.

Deloitte & Touche LLP

Dayton, Ohio
June 26, 2000

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SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant and the administrators of the Plan have duly caused this amendment to its annual report on Form 10-K to be signed on its behalf by the undersigned hereunto duly authorized.

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