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CORPORATE HEADQUARTERS | |
4000 Union Pacific Avenue | |
City of Commerce, CA 90023 | |
Phone: (323) 980-8145 | |
www.99only.com | |
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October 5, 2012
VIA FEDERAL EXPRESS
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3628
Attention: Ms. Mara L. Ransom
Re: 99¢ Only Stores
Registration Statement on Form S-4
File No. 333-182582
Dear Ms. Ransom:
Pursuant to Rule 461 of the Securities Act of 1933, as amended, 99¢ Only Stores, a California corporation (the “Company”) hereby requests acceleration of the effective date of the above-referenced Registration Statement on Form S-4, File No. 333-182582 (the “Registration Statement”) so that it may become effective at 12:00 noon Eastern Time on Tuesday, October 9, 2012, or as soon thereafter as practicable.
The Company hereby acknowledges that:
(a) should the United States Securities and Exchange Commission (the “Commission”) or its staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;
(b) the action of the Commission or its staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and
(c) it may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
| Respectfully submitted, | |
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| 99¢ ONLY STORES | |
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| By: | /s/ Jeff Gold |
| Name: | Jeff Gold |
| Title: | President and Chief Accounting Officer |