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 14, 2005


                              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



Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):


[_]     Written communications pursuant to Rule 425 under the Securities Act
        (17 CFR 230.425)
[_]     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
        CFR 240.14a-12)
[_]     Pre-commencement communications pursuant to Rule 14d-2(b) under the
        Exchange Act (17 CFR 240.14d-2(b))
[_]     Pre-commencement communications pursuant to Rule 13e-4(c) under the
        Exchange Act (17 CFR 240.13e-4(c))



Item 1.01.  Entry into a Material Definitive Agreement

     On March 14, 2005, 99 Cents Only Stores (the "Company") entered into an
agreement for professional services (the "Agreement") with Stanton Associates,
providing for Jeff Kniffin, a partner with Stanton Associates, to assume the
role of Interim Chief Financial Officer of the Company on a temporary basis and
for another partner, Lewis Stanton, to provide consulting services in connection
with such engagement.  The Agreement provides for fees in the amount of $50,000
per month to be paid for this engagement.  The Agreement is terminable on 30
days' advance notice by either party, or by Stanton Associates as a result of
the Company's breach.



Item 5.02.  Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers

     (c)     On March 14, 2005, the Company appointed a new Interim Chief
Financial Officer, Jeff Kniffin.  A brief description of the agreement between
the Company and Stanton Associates providing for Mr. Kniffin's services to the
Company is provided in Item 1.01 above and incorporated by reference herein.

     Mr. Kniffin, age 52, has been a partner with Stanton Associates, a
management consulting firm, since June 2004.  For more than five years prior to
that time, he was an independent financial consultant.  The Company's press
release announcing the appointment of Mr. Kniffin, and providing additional
information regarding his business experience, is attached hereto as Exhibit
99.1 and incorporated herein by reference.



Item 9.01.  Financial Statements and Exhibits.

(c)     Exhibits

        Exhibit No.     Description

        99.1            Press release dated March 14, 2005



                                   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:  March 18, 2005                            By:  /S/ ERIC SCHIFFER
                                                 ---------------------------
                                                    Eric Schiffer
                                                    Chief Executive Officer



                                  EXHIBIT INDEX



Exhibit No.     Description

99.1            Press release dated March 14, 2005

EX-99.1

                                                                    Exhibit 99.1

99 CENTS ONLY STORES(R) ANNOUNCES APPOINTMENT OF INTERIM CHIEF FINANCIAL
OFFICER.

     CITY  OF COMMERCE, CA - March 14, 2005 - 99 Cents Only Stores(R) (NYSE:NDN)
announced  today  that Jeff Kniffin, a partner with Stanton Associates, has been
appointed  as  interim  Chief  Financial  Officer  of the Company. 99 Cents Only
Stores  has  also  retained Stanton Associates, a management consulting firm, to
assist  with  its  financial  reporting  and  related  matters.
     Mr.  Kniffin  is  a  financial expert and veteran CFO with over 25 years of
professional  experience,  including  experience  at  Fortune  1000  as  well as
mid-size corporations. Mr. Kniffin has had extensive experience implementing and
strengthening  internal controls and related systems to meet the requirements of
companies  that  have  experienced  rapid  growth.  On multiple occasions he has
designed  and  implemented  strong internal control systems with the appropriate
linkage  to  business processes that drive growth and profitability. Mr. Kniffin
also has considerable experience in managing financial and accounting department
operations,  interfacing  with internal and external auditors, and financial and
SEC  reporting.  Mr. Kniffin is a CPA and a graduate of the UCLA Anderson School
of Management. Stanton Associates, based in Los Angeles, California, specializes
in helping clients in all functional areas with a focus on operational practices
that  ensure  rigorous  and  successful  execution.
     Eric  Schiffer,  Chief  Executive  Officer  of  the Company, said, "We look
forward  to  having  Jeff  Kniffin  as  part  of  our management team and to his
leadership  of  our  finance department including Sarbanes Oxley compliance. His
initial  efforts  will  be  directed  towards  completion of our 2004 audit, and
filing  of  our  10-K  as  soon  as  possible.  We are pleased to welcome such a
seasoned  and  knowledgeable financial executive as Jeff Kniffin on board today.
Our  Company has a strong cash position and balance sheet, and is anticipated to
be profitable in the fourth quarter and continuing in 2005."
     99  Cents  Only  Stores,  the  nation's oldest existing one-price retailer,
operates  223  retail  stores  in  California,  Texas,  Arizona and Nevada and a
wholesale  division  called  Bargain  Wholesale. 99 Cents Only Stores emphasizes
name-brand  consumables,  priced  at  an  excellent  value,  in  attractively
merchandised stores.


               SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION
WE  HAVE  INCLUDED  STATEMENTS  IN THIS RELEASE THAT CONSTITUTE "FORWARD-LOOKING
STATEMENTS" WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES EXCHANGE ACT AND
SECTION  27A  OF  THE  SECURITIES  ACT.  THE  WORDS  "EXPECT,"  "ESTIMATE,"
"ANTICIPATE,"  "PREDICT,"  "BELIEVE"  AND  SIMILAR  EXPRESSIONS  AND  VARIATIONS
THEREOF  ARE  INTENDED  TO  IDENTIFY FORWARD-LOOKING STATEMENTS. SUCH STATEMENTS
APPEAR  IN  A  NUMBER OF PLACES IN THIS RELEASE AND INCLUDE STATEMENTS REGARDING
THE  INTENT,  BELIEF  OR  CURRENT  EXPECTATIONS  OF  99 CENTS ONLY STORES (THE "
COMPANY"),  ITS  DIRECTORS  OR  OFFICERS WITH RESPECT TO, AMONG OTHER THINGS (A)
TRENDS  AFFECTING  THE  FINANCIAL  CONDITION  OR  RESULTS  OF  OPERATIONS OF THE
COMPANY,  (B)  THE  BUSINESS  AND  GROWTH STRATEGIES OF THE COMPANY, AND (C) THE
STATUS  OF  THE COMPANY'S YEAR END REPORTING AND ITS COMPLIANCE WITH SECTION 404
OF THE SARBANES OXLEY ACT OF 2002. THE SHAREHOLDERS OF THE COMPANY ARE CAUTIONED
NOT  TO  PUT  UNDUE  RELIANCE  ON  SUCH  FORWARD-LOOKING  STATEMENTS.  SUCH
FORWARD-LOOKING  STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE
RISKS  AND  UNCERTAINTIES,  AND  ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE
PROJECTED  IN  THIS  RELEASE,  FOR  THE  REASONS, AMONG OTHERS, DISCUSSED IN THE
REPORTS  AND  OTHER  DOCUMENTS  THE  COMPANY  FILES  FROM  TIME TO TIME WITH THE
SECURITIES  AND EXCHANGE COMMISSION, INCLUDING THE RISK FACTORS CONTAINED IN THE
SECTION  -  "MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF FINANCIAL CONDITION AND
RESULTS  OF  OPERATIONS"  OF  THE  COMPANY'S  ANNUAL  REPORTS  ON  FORM 10-K AND
QUARTERLY  REPORTS  ON  FORM  10-Q.   THE  COMPANY  UNDERTAKES  NO OBLIGATION TO
PUBLICLY  REVISE  THESE  FORWARD-LOOKING  STATEMENTS  TO  REFLECT  EVENTS  OR
CIRCUMSTANCES  THAT  ARISE  AFTER  THE  DATE  HEREOF.


NOTE TO EDITORS: 99 CENTS ONLY STORES(R) NEWS RELEASES AND INFORMATION AVAILABLE
                        ON THE INTERNET AT WWW.99ONLY.COM
CONTACT: 99 Cents Only Stores(R), City of Commerce, California, Albert Lee
Investor Relations, 323/881-1962 -99 Cents--