UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.

                               FORM 10-Q


[ x ]         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
              THE SECURITIES EXCHANGE ACT OF 1934
              FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998

OR

[   ]         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
              THE SECURITIES EXCHANGE ACT OF 1934

                         COMMISSION FILE NUMBER: 1-11735


                            99 CENTS ONLY STORES
           (Exact name of registrant as specified in its charter)

        CALIFORNIA                             95-2411605
(State or other jurisdiction      (I.R.S. Employer Identification No.)
    or organization)


                          4000 UNION PACIFIC AVENUE
                      CITY OF COMMERCE, CALIFORNIA 90023
                   (Address of Principal executive offices)

     Registrant's telephone number, including area code: (213) 980-8145

                                    NONE
Former name, address and fiscal year, if changed since last report

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Security Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to
such filing requirements for the last 90 days.

YES   [x]                                                      NO   [  ]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.

Common Stock, No Par Value, 19,433,822 Shares as of June 30, 1998





PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

                        99 Cents Only Stores                          
                           Balance Sheets
                       (Amounts In Thousands)
                                                                      
                                                                      
                                                                      
                                             June 30,    December 31, 
                                                 1998            1997 
                                          (Unaudited)                 
                                           ----------      ---------- 
Assets                                                                
                                                                      
Current assets:                                                       
Cash................................           $1,750            $882  
Short-term investments..............           47,763          26,191  
Accounts receivable, net of                                             
allowance for doubtful accounts of                                   
$164 and $178 as of June 30, 1998                                    
and December 31, 1997,                                               
respectively......................              2,173           1,510
Inventories.........................           46,335          43,114  
Other...............................              748             673  
                                             --------        --------  
Total current assets................           98,769          72,370  
                                                                       
Property and equipment, at cost:                                       
Land................................            9,080           8,072  
Building and improvements...........           11,476          10,804  
Leasehold improvements..............           13,062          10,986  
Fixtures and equipment..............            9,927           8,473  
Transportation equipment............              822             558  
Construction in progress............              601             776  
                                             --------        --------  
                                               44,968          39,669  
Less - accumulated depreciation                                        
       and amortization.............         (12,255)        (10,228)
                                             --------        --------  
Total property and equipment, net...           32,713          29,441  
                                                                       
Other assets:                                                          
Deferred income taxes...............            5,947           5,947  
Long term investments in marketable                                    
  Securities........................            8,267           6,393
Investment in Universal.............            2,672           3,708  
Deposits............................              226             234  
Other...............................            1,335           1,120  
Receivable from affiliated entity...            5,680             230  
                                             --------        --------  
                                               24,127          17,632  
                                                                       
                                             --------        --------  
Total assets........................         $155,609        $119,443  
                                             ========        ========  
The accompanying notes are an integral part of these balance sheets.


                            99 Cents Only Stores                             
                               Balance Sheets
                           (Amounts In Thousands)
                                                                             
                                                                             
                                                                             
                                                                    
                                                    June 30,    December 31, 
                                                        1998            1997
                                                 (Unaudited)                 
Liabilities and Shareholders' Equity              ----------      ---------- 
                                                                             
Current liabilities:                                                         
Current portion of capital                                                    
  lease obligation.......................               $728            $704
Accounts payable.........................              6,566           5,534  
Accrued expenses:                                                             
  Payroll and payroll related............                453           1,352  
  Sales tax..............................                581           1,467  
  Liability for claims...................                392             396  
  Other..................................                 88             824  
  Workers' compensation..................                844           1,091  
  Income taxes payable...................              (397)             211  
                                                    --------        --------  
Total current liabilities................              9,255          11,579  
                                                                              
Long-term liabilities:                                                        
Deferred rent............................              1,511           1,476  
Accrued interest on capitalized lease                                         
  Obligation.............................              2,377           2,075
Capital lease obligation, net of                                              
  current portion........................              7,635           8,005
                                                    --------        --------  
                                                      11,523          11,556  
Commitments and contingencies:                                                
                                                                              
Shareholders' equity:                                                         
  Preferred stock, no par value                                               
  Authorized - 1,000,000 shares                                               
  Issued and outstanding - none..........                  -               -  
                                                                              
  Common Stock, no par value                                                  
  Authorized - 40,000,000 shares                                              
  Issued and outstanding - 19,433,822                                         
  Shares at June 30, 1998 and                                                 
  18,578,759 shares at December 31, 1997.             94,803          66,207  
  Retained earnings......................             40,028          30,101  
                                                    --------        --------  
Total shareholders' equity...............            134,831          96,308  
                                                    --------        --------  
Total liabilities and shareholders' equity          $155,609        $119,443  
                                                    ========        ========  

The accompanying notes are an integral part of these balance sheets.
                                      
                            99 Cents Only Stores
                            Statements of Income
                                 (Unaudited)
              (Amounts In Thousands, except for per share data)


                                  Three Months Ended     Six Months Ended
                                       June 30               June 30
                                                                 
                                                                           
                                                                           
                                      1998       1997       1998       1997
                                  --------   --------   --------   --------
Net sales:                                                                 
99 Cents Only Stores...........    $56,695    $42,567   $108,177    $81,735
Bargain Wholesale..............     15,062     11,247     26,462     22,823
                                  --------   --------   --------   --------
Net sales......................     71,757     53,814    134,639    104,558
Cost of sales..................     46,436     34,501     86,273     67,829
                                  --------   --------   --------   --------
Gross profit...................     25,321     19,313     48,366     36,729
Selling, general and                                                       
  Administrative expenses......     15,916     12,156     30,341     23,487
                                  --------   --------   --------   --------
Operating income...............      9,405      7,157     18,025     13,242
                                                                           
Interest income, net...........        405        144        619        295
                                  --------   --------   --------   --------
Income before minority                                                     
  Interest.....................      9,810      7,301     18,644     13,537
Minority interest..                  (495)          -    (1,236)          -
                                  --------   --------   --------   --------
Income before provision for                                                
  Income taxes.................      9,315      7,301     17,408     13,537
                                                                           
Provision for income taxes.....      3,930      2,932      7,481      5,492
                                  --------   --------   --------   --------
Net income.....................     $5,385     $4,369     $9,927     $8,045
                                  ========   ========   ========   ========
                                                                           
Earnings per common share:                                                 
     Basic                           $0.28      $0.24      $0.53      $0.43
     Diluted                         $0.28      $0.23      $0.52      $0.43
                                                                           
Weighted average number of                                                 
common
  Shares outstanding:                                                      
     Basic                          18,999     18,526     18,820     18,521
     Diluted                        19,431     18,926     19,253     18,921
                                                                           

The accompanying notes are an integral part of these statements.







                            99 Cents Only Stores
                          Statements of Cash Flows
                                 (Unaudited)
                           (Amounts In Thousands)
                                                         Six Months Ended
                                                             June 30,
                                                            1998        1997
                                                        --------    --------
                                                                   
Cash flows from operating activities:                                       
Net income ........................................       $9,927      $8,045
Adjustment to reconcile net income to net cash                              
  provided by operating activities:                                         
Depreciation and amortization......................        2,091       1,324
Loss from minority interest. ......................        1,236           -
Changes in assets and liabilities                                           
  Associated with operating activities:                                     
Accounts receivable................................        (663)       (138)
Inventories........................................      (3,221)       (348)
Other current assets...............................         (75)       (814)
Receivable from Universal..........................      (5,450)           -
Other assets.......................................        (207)        (20)
Accounts payable...................................        1,032     (2,133)
Accrued expenses...................................      (2,525)       (361)
Workers' compensation..............................        (247)        (27)
Income taxes payable...............................        (608)       (124)
Deferred rent......................................           35          20
Accrued interest...................................          302         282
                                                        --------    --------
Net cash provided by operating activities                  1,627       5,706
                                                                            
Cash flows from investing activities:                                       
Investment in marketable securities................     (23,446)     (1,622)
Purchase of property and equipment.................      (5,299)     (3,769)
Investment in Universal ...........................        (264)           -
                                                        --------    --------
Net cash used in investing activities..............     (29,009)     (5,391)
                                                                            
Cash flows from financing activities:                                       
Payments of capital lease obligation...............        (346)       (323)
Net proceeds from sale of stock....................       27,307           -
Net proceeds from exercise of stock options........        1,289         151
                                                        --------    --------
Net cash provided by (used) in financing activities       28,250       (172)
Net increase in cash...............................          868         143
Cash, beginning of period..........................          882       3,375
                                                        --------    --------
Cash, end of period................................       $1,750      $3,518
                                                        ========    ========
The accompanying notes are an integral part of these statements.

                            99 CENTS ONLY STORES
                        NOTES TO FINANCIAL STATEMENTS
                                 (Unaudited)

1.  Basis of Presentation

     The  accompanying unaudited financial statements have been  prepared  in
conformity  with  generally accepted accounting principles. However,  certain
information   and  footnote  disclosures  normally  included   in   financial
statements   prepared  in  conformity  with  generally  accepted   accounting
principles  have  been  omitted  or  condensed  pursuant  to  the  rules  and
regulations of the Securities and Exchange Commission (SEC). These statements
should  be  read in conjunction with the Company's December 31, 1997  audited
and  pro  forma  financial  statements and  notes  thereto  included  in  the
Company's Form 10-K filed March 26, 1998. In the opinion of management, these
interim  financial statements reflect all adjustments (consisting  of  normal
recurring  adjustments) necessary for a fair presentation  of  the  financial
position  and  results of operations for each of the periods  presented.  The
results  of  operations and cash flows for such periods are  not  necessarily
indicative of results to be expected for the full year.

Concentration of Operations in Southern California

      All  of the Company's retail stores are located in Southern California.
In addition, the Company's current retail expansion plans anticipate that all
planned  new  stores will be located in this geographic region. Consequently,
the  Company's  results of operations and financial condition  are  dependent
upon  general economic trends and various environmental factors  in  Southern
California.

2.   Statements of Cash Flow

    The  Company  prepares its statements of cash flows  using  the  indirect
method  as prescribed by the Statement of Financial Accounting Standards  No.
95.  The Company considers all investments with original maturities of  three
months  or  less to be cash equivalents. Cash payments for income taxes  were
$7,915,000  and $5,480,000 for the six months ended June 30,  1998  and  1997
respectively. Interest payments for the six months ended June 30,  1998  were
$74,000 and $98,000 in 1997.

3.  Earnings Per Common Share

      Earnings  per share calculations are in accordance with SFAS  No.  128,
"Earnings  per Share" (SFAS 128). Accordingly, "basic earnings per share"  is
computed  by  dividing net income by the weighted average  number  of  shares
outstanding  for  the  year. "Diluted" earnings  per  share  is  computed  by
dividing  net  income by the total of the weighted average number  of  shares
outstanding  plus the dilutive effect of outstanding stock options  (applying
the  treasury  stock method). Earnings per share amounts for 1997  have  been
restated to reflect the adoption of SFAS No. 128.
      A  reconciliation  of  the  basic weighted  average  number  of  shares
outstanding and the diluted weighted average number of shares outstanding for
each  of  the three and six month periods ended June 30, follows (amounts  in
thousands):


                                            Three Months     Six Months
                                           Ended June, 30  Ended June, 30
                                                                          
                                             (Unaudited)                  
                                             -----------                  
                                              1998    1997    1998    1997
                                              -----   -----   -----   -----
Weighted average number of common shares                                   
outstanding-Basic.......................    18,999  18,526  18,820  18,521
Dilutive effect of outstanding stock                                       
options.................................       432     400     433     400
                                             ------  ------  ------  ------
Weighted average number of common shares                                   
outstanding-Diluted.....................    19,431  18,926  19,253  18,921
                                            ======  ======  ======  ======
                                                                          



4.   New Authoritative Pronouncements

     In fiscal year 1998, the Company adopted SFAS No. 130, "Reporting
Comprehensive Income" (SFAS 130) and SFAS No. 131, "Disclosure about Segments
of an Enterprise and Related Information" (SFAS 131). The adoption of SFAS
130 and SFAS 130 and SFAS 131 did not have a material impact on Company's
financial statement reporting.

5.  Investment in Universal International, Inc.

      In  November  1997,  the  Company acquired  approximately  48%  of  the
outstanding  common stock of Universal International, Inc. ("Universal")  for
$4  million  in cash and inventory. The investment in Universal is  accounted
for  using  the  equity  method of accounting. The  investment  is  increased
(reduced)  by  a  credit (charge) to income for 48% of the  Universal  income
(loss).  Summary  information relating to the results of operations  and  the
financial condition of Universal for fiscal 1997 and for the first six months
of 1998 and 1997 are as follows (amounts in thousands):

                           June 30    June 30  December 31,
                              1998       1997          1997
                             -----       -----         -----
                             (Unaudited)                    
                             -----------                    
                                                            
Sales.................      $33,134    $27,219       $68,705
Net loss..............      (2,587)    (5,670)      (11,887)
Total assets..........       33,578     33,229        31,388
Shareholders' equity..        6,014     10,818         8,601

     During the period from the purchase of 48% of the Universal common stock
to June 30, 1998, the Company made $5.7 million in advances to Universal.



      On  August  7,  1998, the Company reported it commenced its  previously
announced  exchange  offer to purchase all of the shares of  the  outstanding
common  stock  of  Universal. In addition the Company  expects  its  proposed
merger  with  Odd's-N-End's  Inc.  ("Odd's-N-End's")  will  be  complete   in
September. Approximately 54.8% of Odd's-N-End's is owned by Universal. If the
acquisitions  are  consummated as proposed, the Company  will  issue  to  the
shareholders of Universal a maximum of 374,271 shares of the Company's common
stock and will pay to the holders of Odd's-N-End's common stock approximately
$830,000  in  cash. As of June 30, 1998, Universal had a note receivable  due
from  Odd's-N-End's  of  approximately $10.7 million. Both  transactions  are
expected  to  close by the end of September 1998. Included in 99  Cents  Only
Stores'  results of operations for the six months ended June 30,  1998  is  a
$1.2  million  charge representing the Company's 48% share of  the  Universal
loss for the first six months of 1998.


6. Short-Term Investments

      Investments in debt and equity securities are recorded as  required  by
SFAS  No.  115,  "Accounting  for  Certain Investments  in  Debt  and  Equity
Securities." The Company's investments are comprised primarily of  investment
grade federal and municipal bonds and commercial paper, primarily with short-
term  maturities. The Company generally holds investments until maturity  and
has  not  experienced  any  significant  gain  or  loss  from  sales  of  its
investments.  Any  premium  or discount recognized  in  connection  with  the
purchase  of  an  investment is amortized over the term  of  the  investment.
Certain  long-term investments in marketable securities at December 31,  1997
have been reclassified to conform to the presentation at June 30, 1998. As of
June  30,  1998  and  December  31,  1997,  the  fair  value  of  investments
approximated  the  carrying values and were invested as follows  (amounts  in
thousands):
                          (Unaudited)                                
                          ----------                                 
                                 Maturity                        Maturity
                                 --------                        --------
                   June 30,   Within   1 to 2  December 31,   Within   1 to 2
                       1998   1 year    years          1997   1 year    years
                  ---------   ------    -----     ---------   ------    -----
Federal Bonds       $ 1,500  $     -  $ 1,500       $ 1,500  $     -   $1,500
Municipal Bonds      18,982   12,215    6,767        18,583   13,690    4,893
Commercial Paper     35,548   35,548        0        12,501   12,501        0
                    -------  -------  -------       -------  -------  -------
                    $56,030  $47,763   $8,267       $32,584  $26,191   $6,393
                                                                             











ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
            AND RESULTS OF OPERATIONS

General
      The  Company has been engaged since 1976 in the purchase  and  sale  of
name-brand, close-out and regularly available general merchandise. Since that
time,  the Company has sold its merchandise on a wholesale basis through  its
Bargain Wholesale division. On August 13, 1982, the Company opened its  first
99 Cents Only Stores location and as of June 30, 1998, operates a chain of 57
deep-discount  99  Cents Only Stores. The Company's growth  during  the  last
three  years  has come primarily from new store openings and  growth  in  its
Bargain  Wholesale  division. The Company opened  ten  stores  in  1997.  The
Company opened six stores (including two relocations) in the first six months
of  1998 and plans to open an additional 7 stores during the last six  months
of  1998.  The Company has secured sites for all 7 of these additional  store
locations.

      Bargain  Wholesale's  growth  has been  primarily  attributable  to  an
increased  focus on large domestic and international accounts  and  expansion
into  new  geographic markets. The Company generally realizes a  lower  gross
profit  margin  on Bargain Wholesale's net sales compared to  99  Cents  Only
Stores net sales. However, Bargain Wholesale complements the Company's retail
operations  by  allowing the Company to purchase in larger  volumes  at  more
favorable pricing and to generate additional net sales with relatively  small
incremental increases in operating expenses.

      Comparable stores net sales increased 1.5% for the year ended  December
31,  1997  and  1.5% in the first quarter of 1998. During the second  quarter
ended June 30, 1998 comparable store sales were 5.8% compared to 0.6% in  the
second  quarter of 1997. This improvement primarily resulted from the  effect
of  the  timing of the Easter holiday, which occurred in April in 1998 versus
March  in  1997.  In  the  past, as part of its  strategy  to  expand  retail
operations,  the  Company  has at times opened larger  new  stores  in  close
proximity to existing stores where the Company determined that the trade area
could  support  a larger facility. In some of these situations,  the  Company
retained its existing store as long as it continued to contribute store-level
operating  income. While this strategy was designed to increase revenues  and
store-level  operating  income, it has had a negative  impact  on  comparable
store  net  sales as some customers migrated from the existing store  to  the
larger  new  store. The Company believes that this strategy has impacted  its
historical comparable sales growth.

      For  the  year ended December 31, 1997, average net sales per estimated
saleable square foot was $354 per square foot. As the Company targets  larger
locations for new store development it is expected that the sales per  square
foot  will  be  negatively  impacted. Existing stores  average  approximately
15,000  gross square feet. Since January 1, 1995, the Company has  opened  26
new  stores (including two relocations in 1995, one in 1996 and two in  1998)
that average over 19,000 gross square feet. The Company currently targets new
store  locations  between 15,000 and 25,000 gross feet. Although  it  is  the
Company's  experience  that larger stores generally have  lower  average  net
sales  per  square foot than smaller stores, larger stores generally  achieve
higher average annual store revenues and operating income.

      99  Cents Only Stores increased its net sales, operating income and net
income in the first half of 1998. For the first six months of 1998 it had net
sales of $134.6 million, operating income of $18.0 million and net income  of
$9.9  million,  representing a 28.8%, 36.1% and  21.3%  increase  over  1997,
respectively.

     The Company has made in this Form 10-Q forward-looking statements within
the  meaning  of Section 27A of the Securities Act concerning  the  Company's
operations,  expansion plans, economic performance, financial condition,  the
pending acquisitions of Universal and Odd's-N-End's and their effect  on  the
Company's  results of operations and the results of operations of  Universal,
store  openings, purchasing abilities, sales per square foot  and  comparable
store  net  sales  trends  and  capital  requirements.  Such  forward-looking
statements  may  be  identified  by  the use  of  words  such  as  "believe",
"anticipate,"  "intend"  and  "expect". Such forward-looking  statements  are
subject  to various risks and uncertainties, certain of which are beyond  the
Company's  control.  Actual  results  could  differ  materially  from   those
currently  anticipated  due to a number of factors,  including  certain  risk
factors. Some of those factors include (i) the Company's ability to open  new
stores  on  a  timely basis and operate them profitably, (ii)  the  Company's
ability   to  integrate  Universal  and  Odd's-N-End's,  achieve  anticipated
operating synergies and to operate their stores at multiple price points  and
in  different  geographic  locations, (iii)  the  orderly  operation  of  the
Company's  receiving  and  distribution  process,  (iv)  inflation,  consumer
confidence  and  other  general economic factors,  (v)  the  availability  of
adequate  inventory and capital resources, (vi) the risk of a  disruption  in
sales   volume   in   the   fourth  quarter  and   other   seasonal   factors
(vii)  dependence  on key personnel and control for the Company  by  existing
shareholders  and  (viii) increased competition from new  entrants  into  the
deep-discount   retail  industry.  The  Company  does  not  ordinarily   make
projections  of its future operating results and undertakes no obligation  to
publicly update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise.

Three Months Ended June 30, 1998 Compared to Three Months Ended June 30, 1997
                                      
NET  SALES: Net sales increased $17.9 million, or 33.3%, to $71.8 million  in
the  1998 period from $53.8 million in the 1997 period. 99 Cents Only  Stores
net  sales increased approximately $14.1 million, or 33.2%, to $56.7  million
in  the  1998  period  from  $42.6 million in the 1997  period,  and  Bargain
Wholesale  net  sales increased $3.8 million, to $15.1 million  in  the  1998
period  from $11.2 million in the 1997 period. The increase in 99 Cents  Only
Stores  net  sales  was attributable to the net effect  of  four  new  stores
opened, the full quarter effect of 10 new stores opened in 1997, and  a  5.8%
increase  in comparable same store sales in the quarter ended June 30,  1998.
Comparable store sales were impacted by new store openings within  a  3  mile
radius  of existing stores. Included in the Bargain Wholesale net sales  were
$5.0  million  of  sales,  billed at cost, to Universal  International,  Inc.
Wholesale sales to non affiliates were affected negatively by a reduction  in
sales to exporters.





GROSS PROFIT: Gross profit increased approximately $6.0 million, or 31.1%, to
$25.3  million in the 1998 period from $19.3 million in the 1997 period.  The
increase in gross profit was due to higher retail net sales. The gross profit
margin  was 35.3% in the 1998 compared to 35.9% in the 1997 period. The  0.6%
point  decrease  in  the gross profit margin is due to the  $5.0  million  in
shipments, at cost, to Universal International, Inc. Excluding the  shipments
to  Universal,  gross  profit would have been 37.9%.  This  improvement  then
results  from the retail sales being a greater percentage of the total  sales
mix in 1998 versus the same period in 1997.

SELLING,  GENERAL  AND ADMINISTRATIVE: SG&A increased  by  $3.8  million,  or
30.9%,  to  $15.9 million in the 1998 quarterly period from $12.2 million  in
the  1997  period. This was primarily due to increased costs associated  with
new  store  growth. As a percentage of net sales, SG&A decreased slightly  to
22.2%  from  22.6%. The expense decrease as a percentage  of  net  sales  was
primarily due to incremental sales improvement.

OPERATING INCOME: As a result of the items discussed above, operating  income
increased  $2.2 million, or 31.4%, to $9.4 million in 1998 from $7.2  million
in 1997. Operating margin was 13.1% in 1998 and 13.3% in 1997. The margin was
affected by the variation in the gross margin percentage.

INTEREST  INCOME (EXPENSE): Interest income (expense) relates to interest  on
the  Company's  capitalized warehouse lease, net of interest  earned  on  the
Company's cash balances and short-term and long-term investments. The  change
in  interest expense between 1998 and 1997 was due to interest earned on  the
marketable  securities. The Company's investments are comprised primarily  of
investment grade federal and municipal bonds and commercial paper,  primarily
with  various  maturities.  The  Company generally  holds  investments  until
maturity  and has not experienced any significant gain or loss from sales  of
its  investments. Any premium or discount recognized in connection  with  the
purchase  of  an  investment is amortized over the term  of  the  investment.
During 1998 and 1997, the Company had no bank debt.

LOSS  FROM  MINORITY INTEREST: The Company owns a 48% interest in   Universal
International, Inc. Its share of the Universal loss from operations  for  the
period  ended June 30, 1998 was $495,000. No tax benefit is applied  to  this
loss.  Universal has tax loss carry-forwards of approximately $16 million  as
of June 30, 1998.

PROVISION  FOR  INCOME TAXES: The provision for income taxes  for  the  three
months ended June 30, 1998, was $3.9 million in 1998 compared to $2.9 million
in  1997. The effective rates of the provision for income taxes, exclusive of
the  Company's loss from minority interest, was approximately 40.1%  in  1998
and 40.2% in 1997. The change in the effective rate in 1998 from 1997 results
from  the  benefit of available tax credits. The Company's loss on investment
in minority interest is recorded net of effective tax.

NET  INCOME:  As a result of the items discussed above, net income  increased
$1.0  million, or 23.3% to $5.4 million in 1998 from $4.4 million in the 1997
period. Net income as a percentage of sales was 7.5% in 1998 and was 8.1%  in
1997.



Six Months Ended June 30, 1998 Compared to Six Months Ended June 30, 1997
                                      
NET SALES: Net sales increased $30.1 million, or 28.8%, to $134.6 million  in
the  1998 period from $104.6 million in the 1997 period. 99 Cents Only Stores
net  sales increased approximately $26.4 million, or 32.4%, to $108.2 million
in  the  1998 period from $81.7 million in the 1997 period. Bargain Wholesale
net  sales  increased $3.6 million, to $26.5 million in the 1998 period  from
$22.8  million in the 1997 period. The increase in 99 Cents Only  Stores  net
sales,  was  attributable to the net effect of four new larger stores  opened
and  the closure of two smaller stores, the full six month effect of  10  new
stores  opened in 1997, and a 3.7% increase in the six month comparable  same
store  sales  in  1998.  Comparable store sales were impacted  by  new  store
openings within a 3 mile radius of existing stores. The increase in wholesale
sales  for the six months ended June 30, 1998 as compared to the same  period
in 1997 results from sales to Universal.

GROSS  PROFIT: Gross profit for the six months increased approximately  $11.6
million, or 31.7%, to $48.4 million in the 1998 period from $36.7 million  in
the 1997 period. The increase in gross profit was due to higher net sales and
an increase in the gross profit margin to 35.9% in the 1998 period from 35.1%
in the 1997 period. The 0.8% point increase in the gross profit margin is due
to  a  higher proportion of retail net sales, which typically have  a  higher
gross margin than wholesale sales and merchandise cost factors.

SELLING,  GENERAL  AND ADMINISTRATIVE: SG&A for the six months  increased  by
$6.9 million, or 29.2%, to 30.3 million in 1998 period from $23.5 million  in
1997  period. This was primarily due to increased costs associated  with  new
store  growth. As a percentage of net sales, SG&A was 22.5% in both 1998  and
1997.  The total spending for SG&A was affected by minimum wage increases  in
California  which increased to $5.75 per hour in March 1998. Legislation  has
been introduced in California to further increase the minimum wage from $5.75
to $6.75 per hour effective January 1999.

OPERATING INCOME: As a result of the items discussed above, operating  income
increased $4.8 million, or 36.1%, to $18.0 million in 1998 from $13.2 million
in 1997. The operating margin increased to 13.3% in 1998 from 12.7% in 1997.

INTEREST  INCOME (EXPENSE): Interest income (expense) relates to interest  on
the  Company's  capitalized warehouse lease, net of interest  earned  on  the
Company's cash balances and short-term and long-term investments. The  change
in  interest expense between 1998 and 1997 was due to interest earned on  the
marketable  securities. The Company's investments are comprised primarily  of
investment grade federal and municipal bonds and commercial paper,  primarily
with  various  maturities.  The  Company generally  holds  investments  until
maturity  and has not experienced any significant gain or loss from sales  of
its  investments. Any premium or discount recognized in connection  with  the
purchase  of  an  investment is amortized over the term  of  the  investment.
During 1998 and 1997, the Company had no bank debt.

LOSS  FROM  MINORITY INTEREST: The Company's owns a 48% interest in Universal
International, Inc. Its share of the Universal loss from operations  for  the
six months ended June 30, 1998 was $1.2 million. No tax benefit is applied to
this loss. Universal has tax loss carry-forwards of approximately $16 million
as of June 30, 1998.

PROVISION FOR INCOME TAXES: The provision for income taxes for the six months
ended  June  30, 1998, was $7.5 million in 1998 compared to $5.5  million  in
1997. The effective rates of the provision for income taxes, exclusive of the
Company's  loss from minority interest, was approximately 40.1% in  1998  and
40.6%  in  1997. The change in the effective rate in 1998 from  1997  results
from  the  benefit of available tax credits. The Company's loss on investment
in minority interest is recorded net of effective tax.

NET  INCOME:  As a result of the items discussed above, net income  increased
$1.9  million, or 23.4% to $9.9 million in 1998 from $8.0 million in the 1997
period.  Net  income as a percentage of sales was 7.4% in 1998  and  7.7%  in
1997.

Recent Developments

      In  November  1997,  the  Company acquired  approximately  48%  of  the
outstanding  Common  Stock  of  Universal. On August  7,  1998,  the  Company
commenced  its  previously announced exchange offer to  acquire  all  of  the
issued and to-be-issued shares of the Common Stock of Universal. Pursuant  to
the  exchange offer, the Company will exchange one share of its common  stock
for every 16 outstanding shares of Universal plus the associated common share
purchase  rights. The offer is scheduled to expire on September 16, 1998.  In
addition  the  Company  expects its proposed merger with  Odd's-N-End's  Inc.
("Odd's-N-End's")  will be complete in September, pending final  approval  by
the  Securities and Exchange Commission. Approximately 54.8% of Odd's-N-End's
is owned by Universal. Together, these two companies operate 43 retail stores
in Minnesota and the surrounding upper Midwest region, eight retail stores in
Texas  and 22 retail stores in upper New York State. If the acquisitions  are
consummated  as  proposed,  the Company will issue  to  the  shareholders  of
Universal a maximum of 374,271 shares of the Company's Common Stock and  will
pay  to  the holders of Odd's-N-End's common stock approximately $830,000  in
cash. Universal has a note receivable due from Odd's-N-End's of approximately
$10.7 million as of June 30, 1998.

     Currently the Company's ownership interest in Universal is accounted for
using  the  equity  method. The impact of the inclusion of Universal  in  the
Company's financial statements for the six months ended June 30, 1998  was  a
charge  of  $1.2 million. Upon consummation of the acquisition of  Universal,
the  Company  will  consolidate the results of operations of  Universal  with
those  of  the  Company,  and  will preliminarily record  approximately  $8.1
million  in  goodwill on its balance sheet, which will be amortized  over  30
years  and  will result in increased amortization expense in future  periods.
Universal's business is seasonal. Historically, all of its earnings have been
generated in the fourth quarter, and it has incurred losses during the  first
three  quarters  of  the calendar year. As a result, shareholders  equity  is
likely  to be lower and the amount of goodwill related to the acquisition  of
Universal is likely to be of a greater magnitude at the closing date compared
to  the current estimate of $8.1 million. The Company expects to continue  to
provide  financial support to Universal through the date of  closing  through
trade  credit  and  other advances. Such amounts will be  provided  from  the
Company's  ongoing  cash  flows  from operations  and  its  existing  working
capital.



      On  March  31,  1998,  the  Company  announced  that  it  had  filed  a
registration statement with the Securities and Exchange Commission covering a
public  offering of an aggregate of 3,500,000 shares of Common Stock. Of  the
shares  offered,  750,000 were newly issued shares sold by the  Company.  The
balance  of the shares were sold by certain shareholders of the Company.  The
offering  was consummated on April 30, 1998. The net proceeds of the offering
to the Company were $27.3 million. The Company did not receive any of the net
proceeds from the sale of shares by the selling shareholders and the  selling
shareholders paid all of the expenses of the offering.

LIQUIDITY AND CAPITAL RESOURCES

The  Company  has  funded its operations principally from  cash  provided  by
operations, and has not generally relied upon external sources of  financing.
The  Company's  capital  requirements  result  primarily  from  purchases  of
inventory,  expenditures related to store openings and  the  working  capital
requirements  for  new and existing stores. The Company  takes  advantage  of
close-out and other special situation opportunities which frequently  results
in  large  volume purchases, and as a consequence, its cash requirements  are
not constant or predictable during the year and can be affected by the timing
and size of its purchases.

The  Company  maintains cash and short and long-term investments with  highly
qualified  financial  institutions. The Company's investments  are  comprised
primarily  of  investment grade federal and municipal  bonds  and  commercial
paper,  primarily with short and long-term maturities. The Company  generally
holds investments until maturity and has not experienced any significant gain
or  loss from sales of its investments. At various times such amounts may  be
in  excess of insured limits. As of June 30, 1998 the Company owned the  land
and  buildings for three of its current retail store locations and one future
store  location.  The  Company may purchase other locations  in  the  future.
Available cash not immediately needed for such purposes has been invested  in
short-term investments grade securities.

During  the six month period ended June 30, 1998 and 1997, net cash  provided
by  operations  was  $0.4 million and $5.7 million respectively.  Inventories
increased  $3.2  million  in  1998  and  increased  $0.4  million  in   1997.
Receivables  increased $0.7 million, in 1998 and $0.1 in  1997  respectively.
Also  in 1998 the Company's receivable from Universal increased $5.5 million.
Accounts payable increased $1.0 million in 1998 and decreased $2.1 million in
1997.  Current income taxes payable decreased $0.6 million in 1998  and  $0.1
million  in  1997.  In April 1998 the Company issued 750,000  shares  of  its
common  stock in a secondary public offering and received net proceeds  $27.3
million. Proceeds were reinvested in marketable securities and will  be  used
to  retire  Universal debt after the conclusion of the acquisition. Remaining
amounts  will  be used for on going working capital needs. Net cash  used  in
investing  activities was $27.8 million in 1998, consisting  of  expenditures
for  property  and  equipment of $5.3 million, $23.4  million  in  marketable
securities  and the decrease in the Universal investment of $1.0 million.  In
1997, cash flow from investing activities consisted of $3.8 million used  for
capital expenditures and $1.6 million for marketable securities. In 1997, net
cash used in financing activities, included $0.2 million of proceeds from the
exercise  of  stock options, offset by $0.3 for payments on  the  capitalized
warehouse lease. The Company has no bank debt.

The  Company  leases  its  880,000 square foot  single  level  warehouse  and
distribution  facility under a lease accounted for as a  capital  lease.  The
lease  requires monthly payments of $70,000 and accrues interest at an annual
rate  of 7.0%. At the lease expiration in December 2000, the Company has  the
option  to  purchase  the facility for $10.5 million. The  Company  currently
intends  to exercise the option at the end of the lease. If the Company  does
not  exercise  the  purchase option, the Company will be subject  to  a  $7.6
million penalty.

The  Company plans to open new stores at a targeted annual rate of  20%.  The
average  investment  per  new  store  opened  in  1996,  including  leasehold
improvements,  furniture, fixtures and equipment, inventory  and  pre-opening
expenses,   was   approximately  $650,000.  Pre-opening  expenses   are   not
capitalized  by the Company. The Company's cash needs for new store  openings
are  expected to total approximately $8.5 million in each of 1998  and  1999.
The  Company's  total  planned expenditures in each  of  1998  and  1999  for
additions  to  fixtures  and leasehold improvements of  existing  stores  are
approximately   $600,000.  The  Company  believes  that  its  total   capital
expenditure  requirements  (including new store openings)  will  increase  to
approximately $11.4 million and $11.6 million in 1998 and 1999, respectively.
Capital  expenditures in 1998 and 1999 are currently expected to be  incurred
primarily for new store openings, improvements to existing stores and  system
and  general  corporate infrastructure. The Company believes that  cash  flow
from  operations  and the April 30, 1998 secondary stock  offering,  will  be
sufficient  to  meet operating needs, capital spending requirements  and  the
retirement  of  Universal  debt and payment of overdue  accounts  payable  of
Universal for at least the next twelve months.

Year 2000

The  Company has completed an assessment of its existing software systems and
after reviewing various factors, one of which being the year 2000 issue,  has
determined  that  certain modifications or upgrades  to  or  replacements  of
certain  software  is required.  The Company anticipates  that  the  required
changes  to its existing computer systems will be substantially completed  no
later than mid-1999.  The year 2000 project cost is not anticipated to have a
material  effect on the results of operations. The costs of the  project  and
the  date on which the Company believes it will complete the changes  to  its
computer systems are based on management's best estimates, which were derived
utilizing  numerous assumptions of future events.  However, there can  be  no
guarantee  that  these  estimates will be achieved and actual  results  could
differ materially from those anticipated.













PART II    OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS
                 None

ITEM 2.    CHANGES IN SECURITIES
                 None

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES
                 None

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
                  The Company held its 1998 Annual Meeting of Stockholders on
May 12, 1998. There were two matters submitted to the shareholders. The first
matter  was  the  election of eight directors to hold office for  a  one-year
term.  The  second matter was an amendment to the 99 Cents Only  Stores  1996
Employee  Stock Option Plan to increase the number of shares of the Company's
Common  Stock  reserved for issuance under the Stock Plan from  1,250,000  to
2,500,000  shares.  The  results  of  the  voting  for  the  directors,  were
18,396,291  shares  voted  "for"  each of the  directors  and  30,050  shares
"withheld"  voting. The results of the voting for the increase in the  number
of  shares reserved for the stock option plan was 13,787,648 "for", 2,637,771
"against" and 11,801 "withheld".

ITEM 5.    OTHER INFORMATION
                 None

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K
               (A)  EXHIBIT 27.01 Financial Data Schedule
     































                               SIGNATURE













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 thereto duly authorized.


                                                  99 CENTS ONLY STORES


Date: August 14, 1998                             /s/ Andrew A. Farina
                                                  Andrew A. Farina
                                                  Chief Financial Officer





























                                          EXHIBIT 27.1
                                                
                 99 Cents Only Stores
               Financial Data Schedule
                                                
<PERIOD TYPE>                             3-mos 
<FISCAL YEAR END>                   Dec 31 1998 
<PERIOD START>                     Jan  01 1998 
<PERIOD END>                       June 30 1998 
[CASH]                                    1,750 
[SECURITIES]                             47,763 
[RECEIVABLES]                             2,173 
[ALLOWANCES]                              (164) 
[INVENTORY]                              46,335 
<CURRENT ASSETS>                         98,769 
[PP&E]                                   44,968 
[DEPRECIATION]                         (12,255) 
<TOTAL ASSETS>                          155,609 
<CURRENT LIABILITIES>                     9,255 
[BONDS]                                       0 
<PREFERRED MANDATORY>                         0 
[PREFERRED]                                   0 
[COMMON]                                 94,803 
<OTHER SE>                               40,028 <FN 1>
<TOTAL LIABILITY AND EQUITY>            134,831 
[SALES]                                 134,639 
<TOTAL REVENUE>                         134,639 
[CGS]                                    86,273 
<TOTAL COSTS>                            30,341 
<OTHER EXPENSES>                                
                                          1,236
<LOSS PROVISION>                              0 
<INTEREST EXPENSE>                          377 
<INCOME PRE TAX>                         17,408 
<INCOME TAX>                              7,481 
<INCOME CONTINUING>                       9,927 
[DISCONTINUED]                                0 
[EXTRAORDINARY]                               0 
[CHANGES]                                     0 
<NET INCOME>                              9,927 
<EPS PRIMARY>                              0.53 
<EPS DILUTED>                              0.52 
                                                
<FN1> Retained Earnings