Exhibit 99

     Certain statements in filings by REX Stores Corporation (the
"Company") with the Securities and Exchange Commission, in the
Company's press releases and in oral statements made by or with the
approval of an authorized executive officer of the Company
constitute forward-looking statements as defined in the Private
Securities Litigation Reform Act of 1995.  The words "believes",
"estimates", "plans", "expects", "intends", "anticipates" and
similar expressions as they relate to the Company or its management
are intended to identify such forward-looking statements.  Forward-
looking statements are inherently subject to risks and uncertainties.  
Factors that could cause actual results to differ materially from those 
in the forward-looking statements include, but are not limited to, the 
following:

     *  Demand for the Company's products, which is dependent upon
        factors such as general economic conditions, availability
        of consumer credit, consumer confidence, consumer spending
        patterns and preferences, introduction and acceptance of
        new products and product features and the continued
        popularity of existing products in the Company's product
        categories;

     *  Changes in the level of competition from current
        competitors and potential new competition from both retail
        stores and alternative methods of distribution such as
        electronic and telephone shopping services and mail order;

     *  Availability of working capital financing from lending
        institutions and vendors and availability of long-term
        financing to support development of stores and distribution
        facilities;

     *  The Company's ability to identify additional market areas
        in which it can successfully compete, locate suitable store
        sites and hire and train qualified personnel;

     *  Loss of a significant vendor(s) or prolonged disruptions
        in product supply;

     *  Changes in the cost of the Company's advertising or in
        support from vendors for co-op advertising and promotional
        programs;

     *  Additional governmental or manufacturers restrictions or
        regulations on the sale of products or services by the
        Company;

     *  Adverse results in significant litigation matters (if any);
        and
  
     *  Seasonality of the Company's business and its dependence
        on the Christmas selling season.