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): April 6, 2004

                              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)                      (Zip Code)


Registrant's telephone number, including area code:    (323) 980-8145



ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.

     (c)  Exhibits

          Exhibit No.   Description

          99.1          Press release dated April 6, 2004


ITEM 12. Results of Operations and Financial Condition

     On April 6, 2004, 99 Cents Only Stores (the "Company") issued a press
release announcing its sales results for the quarter ended March 31, 2004.  A
copy of the April 6, 2004 press release is attached hereto as Exhibit 99.1 and
incorporated herein by reference.  The information in this Current Report on
Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") or otherwise subject to the liabilities of that Section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended, or the Exchange Act, regardless of any general incorporation
language in such a filing.


                                   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.

                                             99(cent)ONLY STORES


Date:  April 6, 2004                        By:  /S/ ANDREW FARINA


                                            ---------------------------------
                                            Andrew Farina
                                            Chief Financial Officer



                                  EXHIBIT INDEX


Exhibit No.     Description

99.1            Press release dated April 6, 2004

EX-99.1

                                                                    Exhibit 99.1

99  CENTS  ONLY  STORES(R)  REPORTS  FIRST  QUARTER  2004 RETAIL SALES OF $218.8
MILLION, UP 18.5% OVER FIRST QUARTER 2003.

     CITY  OF  COMMERCE, CA - April 6, 2004 - 99 Cents Only Stores(R) (NYSE:NDN)
reported  total  sales  of  $230.1 million for the first quarter ended March 31,
2004,  versus  guidance  of $230 to $235 million. This represents an increase of
$33.6  million or 17.1% over sales of $196.4 million during the first quarter of
2003.

     Retail sales for 99 Cents Only Stores were $218.8 million, up $34.1 million
or  18.5%  from sales of $184.7 million in 2003. The full quarter effect of 2003
new store additions accounted for the majority of this increase.

     Same-store-sales  for  99 Cents Only Stores increased 0.2% during the first
quarter  of  2004,  versus  guidance  of  1  to  2%.  Comparable  stores  sales
transactions for were up 2.1% while the average transaction amount was down 2.1%
for  the  first  quarter.

     Comparable  store  sales for the first two months of the quarter were 3.4%.
However,  comparable  store  sales  in  March  were  down  5.4%.  Eric Schiffer,
President  of  the  Company said, "While we are very disappointed that March, in
particular  the  last three weeks, proved to be such a challenging month for our
comp  stores,  we are encouraged that the traffic and the number of transactions
for  the  quarter  improved  as  expected.

     The  previous  two  years we have enjoyed strong comps in the first quarter
and  have benefited from the implementation of POS, expansion of frozen and deli
and  introduction  of  milk.  We  will  continue  to implement new merchandising
efforts,  along  with  our  information  systems  initiatives, which should help
increase  sales  going  forward.

     Retail sales for the quarter were negatively impacted by about $1.5 million
due  to  the  lack of availability of eggs because of high prices. The effect of
this  on  the  first quarter comp sales was approximately 0.7%. Currently, dozen
eggs  are  back  in  the  stores  and  we  are developing a smaller pack size to
maintain  availability.

     We believe March sales were also unfavorably affected by strong promotional
efforts  of  Southern  California grocery stores to draw customers back to their
stores  when  the  food  workers strike ended in March. First quarter sales were
also  hurt  by  lower  than  planned growth of import merchandise and lower than
planned  sales  in  our  Houston,  Texas  stores.

     Our  main focus in Texas is to increase sales of our new Houston stores. We
are  currently  developing  a  specifically tailored merchandising and marketing
strategy  to be introduced in the second quarter, that we believe over time will
increase  sales  in  these  stores.  Moreover,  we  believe  as our presence and
reputation  in  Texas grows, word of mouth will be a significant force as it has
been  in  our  other  markets.

     Primarily  due to the lower than planned March comparable sales, a slightly
lower than planned retail gross margin due to a lower mix of imports, and higher
than  planned  freight  costs due to increased fuel prices, earnings guidance is
being  lowered  to  $0.18  to  $0.19  from  our prior guidance of $0.20 to $.21.

      The  Company  will  release  earnings on Tuesday April 20, 2004 at 5:30 am
Pacific  Time.  An 8:00 am Pacific Time conference call will follow the earnings
release.  The  call-in  number  is  206-315-1857  and  the  replay  number  is
913-383-5767,  pass  code  4071."

     During the first quarter of 2004, 99 Cents Only Stores(R) opened ten stores
including four in California, 2 in Houston, Texas, and 2 each in our new markets
of  Dallas, Texas and Tucson, Arizona. One store was forced to close in Southern
California  due  to  a  public school eminent domain action. Thirteen stores are
planned  to  open  in  the  second quarter, 14 in the third and 11 in the fourth
quarter  of  2004.

       Gross  square  footage  at  the  end of the quarter was 4.281 million and
ending  sellable  square  footage  was  3.372  million.

     Bargain  Wholesale  sales for the first quarter were $11.3 million compared
to  $11.7  million  in  2003.  Bargain  Wholesale  sales represent 4.8% of first
quarter  total  sales.

     99  Cents  Only Stores(R), the nation's oldest existing one-price retailer,
operates  198  retail  stores,  in  California,  Texas, Arizona and Nevada and a
wholesale  division called Bargain Wholesale. 99 Cents Only Stores(R) emphasizes
name-brand  consumables,  priced  at  an  excellent  value,  in  attractively
merchandised  stores.



     This  press  release  contains forward-looking statements, as referenced in
the  Private  Securities  Litigation  Reform  Act  of  1995  (the  "Act").
Forward-looking  statements  are  inherently  unreliable  and actual results may
differ. Factors which could cause actual results to differ materially from these
forward-looking  statements  include,  changes  in the competitive market place,
general  economic  conditions, factors affecting the retail industry in general,
the  timing  of  new  store  openings,  the  ability  of  the company to acquire
inventory  at  favorable  costs  and  other  factors  discussed in the company's
filings  with  the Securities and Exchange Commission. The Company undertakes no
obligation  to publicly update or revise any forward-looking statements, whether
as  a  result  of  new  information,  future  events  or  otherwise.

Note to Editors: 99 Cents Only Stores(R) news releases and information available
on the World Wide Web at htpp://www.99only.com

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

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