8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 8-K

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

       Date of Report (Date of earliest event reported): February 28, 2001


                               99(CENT)ONLY STORES
               (Exact Name of Registrant as Specified in Charter)



           California                  1-11735                 95-2411605
  (State or Other Jurisdiction       (Commission             (IRS Employer
       of Incorporation)            File Number)          Identification No.)


                         4000 East Union Pacific Avenue
                       City of Commerce, California 90023
                    (Address of Principal Executive Offices)


                                 (323) 980-8145
                         (Registrant's Telephone Number)





ITEM 5.  OTHER EVENTS

     Reference is made to the press release of Registrant, issued on February
28, 2001, which contains information meeting the requirements of this Item 5,
and which are incorporated herein by this reference. A copy of this press
release is attached to this Form 8-K as Exhibit 99.1.


                                     Page 2



                                   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.



March 14, 2001                             99(Cent)ONLY STORES

                                           By: /S/ ERIC SCHIFFER
                                               ------------------------
                                                 Eric Schiffer
                                                 President


                                     Page 3



                                  EXHIBIT INDEX


EXHIBITS


99.1           Press Release dated February 28, 2001

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                                     Page 4

EX-99.1

                                  EXHIBIT 99.1


                                  PRESS RELEASE


     99(cent) ONLY STORES HAS DECLARED A 3-FOR-2 STOCK SPLIT, PAYABLE MARCH 20,
     2001 TO SHAREHOLDERS OF RECORD AS OF MARCH 14, 2001.


     CITY OF COMMERCE, CA (FEBRUARY 28, 2001) -- 99(cent) Only Stores (NYSE:NDN)
announced today that its board of directors declared a three-for-two stock split
on its common stock, payable on March 20, 2001 to shareholders of record on
March 14, 2001.

     Prior to this dividend the Company had approximately 34,277,449 shares of
common stock outstanding. The three-for-two stock split increases the number of
shares currently outstanding to approximately 51,416,173. If shareholders are
contemplating a sale, they should consult their broker as to the effect of the
split shares and the resulting price. Fractional shares will be paid based on
the closing price on the shareholder of record date adjusted for the effect of
the split.

     We are pleased to announce this stock split as part of our continuing
efforts to broaden our stock's marketability and liquidity.

     99(cent)Only Stores(R), the nation's oldest existing one-price retailer,
operates 101 retail stores in Southern and Central California and Nevada and a
wholesale division called Bargain Wholesale. 99(cent) Only Stores(R) emphasizes
name-brand consumables, priced at an excellent value, in its clean attractively
merchandised stores.

     The Company will open its 102nd 99(cent)Only Stores tomorrow March 1st in
Victorville, San Bernardino, California.



Note to Editors: 99(cent)Only Stores(R)news releases and information available
on the World Wide Web at WWW.99ONLY.COM;

CONTACT: 99(cent)Only Stores(R), City of Commerce, California Andy Farina, CFO,
323/881-9933 --99(cent)--