10-Q/A

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q/A
                                   AMENDMENT NO. 1

(Mark One)
 
[X]       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934 
          FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996

                                       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
         or organization)                                 Identification No.)


                         4000 EAST 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 Securities 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 past 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, 14,816,635 shares as of October 24, 1996






                                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 thereunto duly authorized.


                                          99 CENTS ONLY STORES




Date: October 25, 1996                    /s/ Andrew Farina 
                                          ----------------
                                          Andrew Farina
                                          Vice President of Finance 

EX-27.1

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

 <C>

                              EXHIBIT 27.1
       
                            
<PERIOD>                  6-MOS
<FISCAL>                             DEC 31 1996
<PERIOD>                                JAN 01 1996
<PERIOD>                                  JUN 30 1996
<CASH>                                          6,146,000
<SECURITIES>                                   26,731,000
<RECEIVABLES>                                   1,450,000
<ALLOWANCES>                                      (52,000)
<INVENTORY>                                    30,903,000
<CURRENT>                               65,806,000
<PP&E>                                         24,563,000
<DEPRECIATION>                                 (6,258,000)
<TOTAL>                                 89,374,000
<CURRENT>                           9,379,000
<BONDS>                                                 0
<PREFERRED>                                   0
<PREFERRED>                                             0
<COMMON>                                       65,522,000
<OTHER>                                      2,820,000 
<TOTAL>                   89,374,000
<SALES>                                        85,449,000
<TOTAL>                               85,449,000
<CGS>                                          57,049,000
<TOTAL>                                  18,673,000
<OTHER>                                        0
<LOSS>                                        0
<INTEREST>                                252,000
<INCOME>                                 9,475,000
<INCOME>                                    3,881,000 
<INCOME>                             5,594,000
<DISCONTINUED>                                          0
<EXTRAORDINARY>                                         0
<CHANGES>                                               0
<NET>                                    5,594,000
<EPS>                                         .42
<EPS>                                         .42
        
<FN1>  Retained earnings.
<FN2>  Represents pro forma adjustments to reflect conversion of Company from
       S corporation to C corporation.