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): March 12, 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 March 12,
2002, 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 25, 2002                              99(cent)ONLY STORES


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


                                     Page 3



                                  EXHIBIT INDEX


EXHIBITS

99.1           Press Release dated March 12, 2002.



                                     Page 4

EX-99

                                  EXHIBIT 99.1


                                 PRESS RELEASE


     99(CENT) ONLY STORES HAS DECLARED A 4-FOR-3 STOCK SPLIT, PAYABLE,
     APRIL 3, 2002 TO SHAREHOLDERS OF RECORD AS OF MARCH 25, 2002.

     CITY OF COMMERCE, CA (MARCH 12, 2002) -- 99(cent) Only Stores (NYSE:NDN)
announced today that its board of directors declared a four-for-three stock
split on its common stock, payable on April 3, 2002 to shareholders of record on
March 25, 2002.

     Prior to this dividend, the Company had approximately 52,270,995 shares of
common stock outstanding. The four-for-three stock split increases the number of
shares currently outstanding to approximately 69,694,658. 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 in cash
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 130 retail stores in Southern and Central California, Nevada and
Arizona 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 131st 99(cent) Only Stores this Thursday, March
14, 2002 in LA Mesa, San Diego County, 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)--