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): October 19, 2004


                              99 CENTS 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 5.02   DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
            APPOINTMENT OF PRINCIPAL OFFICERS

     On October 20, 2004, 99 Cents Only Stores (the "Company") issued a press
release announcing that effective January 1, 2005, Dave Gold, the Company's
Founder, will retire from his position as Chief Executive Officer. He will
continue to serve as Chairman of the Board.

     The Company also announced that effective January 1, 2005, Eric Schiffer
will become Chief Executive Officer and Chairman of the Executive Committee of
the Board, and Jeff Gold will become President and Chief Operating Officer.

     Eric Schiffer, 43, joined the Company in 1991 and has served in various
managerial capacities. In March 2000, he was promoted to President. From 1987 to
1991, he was employed by Oxford Partner, a venture capital firm. He has been a
director of the Company since 1991. Mr. Schiffer is the son-in-law of Dave Gold.

     Jeff Gold, 36, joined the Company in 1984 and has served in various
managerial capacities. Since 1991, he has served as Senior Vice President of
Real Estate and Information Systems. He also has been a director of the Company
since 1991. Mr. Gold is the son of Dave Gold.

     A copy of the October 20, 2004 press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS

     (c)  Exhibits

          Exhibit No.     Description
          99.1            Press release dated October 20, 2004



                                   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 CENTS ONLY STORES

Date: October 22, 2004                    By:  /S/  ANDREW FARINA


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



                                  EXHIBIT INDEX

Exhibit No.      Description

99.1             Press release dated October 20, 2004

EX-99.1

     99  ONLY  STORES(R)  ANNOUNCES EFFECTIVE JANUARY 1, 2005, FOUNDER DAVE GOLD
WILL  END  HIS  TENURE  AS  CHIEF  EXECUTIVE  OFFICER  BUT WILL REMAIN ACTIVE AS
CHAIRMAN.

     99  ONLY  STORES  PRESIDENT, ERIC SCHIFFER, WILL SUCCEED DAVE GOLD AS CHIEF
EXECUTIVE OFFICER AND JEFF GOLD TO ASSUME POSITION OF PRESIDENT.

     CITY  OF  COMMERCE,  CA -- October 20, 2004 -- 99 Only Stores(R) (NYSE:NDN)
announces effective January 1, 2005, Dave Gold, its Founder, will end his tenure
as Chief Executive Officer but will remain active as Chairman of the Board.
     Dave  Gold,  Chairman  and  Chief  Executive Officer said, "I am pleased to
announce  that  effective  January  1,  2005, Eric Schiffer, our President, will
become  Chief  Executive  Officer and Chairman of the Executive Committee of the
Board  and  that  Jeff  Gold,  our  Senior  Vice  President  of  Real Estate and
Information Systems, will become our President and Chief Operating Officer.
     Eric Schiffer's promotion to CEO and Jeff Gold's promotion to President and
COO  represent  a  natural  evolution  in  leadership  for  the  Company  that
demonstrates  the  strength  and depth of the leadership team. I look forward to
continue  to  work  with  the  Company and its new management as Chairman of the
Board."
     As  President  and  Chief  Operating Officer, Jeff Gold will report to Eric
Schiffer  and  be responsible for Store Operations, Real Estate, Human Resources
and  Information  Systems.
     Eric Schiffer, President said, "It has been a great honor for both Jeff and
I  to  work for Dave over these many years. He is a true retail industry pioneer
and  merchandising  genius.  99  Only Stores' culture and guiding principles are
based on Dave's passion for providing value and his respect for people. Our team
looks forward to continuing to work with Dave in his role as Chairman as we grow
the  Company."
     Eric  Schiffer  joined  99  Only Stores in 1991 and has served as President
since  2000.  Prior  to joining 99 Only Stores, he was a venture capitalist with
Oxford Partners and an electrical engineer with Texas Instruments. He received a
BS  in  engineering  from  Duke  University and an MBA from the Harvard Business
School.
     Jeff  Gold has been with 99 Only Stores since its inception in 1982 and has
served  in  a  variety  of  management  positions,  most recently as Senior Vice
President of Real Estate and Information Systems. He received his BA in business
administration from UC Berkeley.
     99  Only  Stores(R),  the  nation's  oldest  existing  one-price  retailer,
operates  217  retail  stores,  in  California,  Texas, Arizona and Nevada and a
wholesale  division,  Bargain Wholesale. 99 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 identify and
obtain leases for new stores, 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 Only Stores(R) news releases and information available on
the World Wide Web at htpp://www.99only.com
CONTACT:  99  Only  Stores(R),  City  of Commerce, California, Andy Farina, CFO,
323/881-9933