SCHEDULE 14A INFORMATION
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

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[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
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[ ] Definitive Proxy Statement by Rule 14a-6(e)(2))

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Sec.240.14a-12

99 Cent Only Stores
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(Name of Registrant as Specified In Its Charter)

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99 ONLY STORES
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
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TIME . . . . . . . . . . . . . . . . . . 10:00 a.m. Pacific Daylight Savings Time on Friday June 13, 2003

PLACE . . . . . . .. . . . . . . . . . . 5600 Harbor Street
City of Commerce Community Center
Rosewood Park Meeting Room
City of Commerce, California 90040

ITEMS OF BUSINESS. . . . . . . . . . . . (1) To elect a Board of nine directors, each to hold
office until the next annual meeting
of shareholders and until his or her successor is elected.
(2) To consider and act upon a shareholder proposal.
(3) To consider and act upon a second shareholder proposal.
(4) To transact such other business as may properly
come before the annual meeting and any
adjournments or postponements thereof.

RECORD DATE . . . . . . . . . . . . . . You can vote if at the close of business on April 14,
2003 you were a shareholder of 99 Only Stores.

PROXY VOTING. . . . . . . . . . . . . . All shareholders are cordially invited to attend the
annual meeting in person. However, to ensure your
representation at the annual meeting, you are urged to
complete and return the enclosed proxy as promptly
as possible. If you receive more than one proxy card
because you own shares registered in different names
or at different addresses, each card should be completed
and returned.

/s/ Eric Schiffer

April 24, 2003 Eric Schiffer
Assistant Corporate Secretary

PROXY STATEMENT

This proxy statement is furnished in connection with the solicitation by
the Board of Directors of 99 Only Stores, a California corporation, of proxies
to be voted at our 2003 annual meeting of shareholders and at any adjournments
or postponements thereof.

You are invited to attend our annual meeting of shareholders on Friday,
June 13, 2003, beginning at 10:00 a.m. Pacific Daylight Savings Time. The
meeting will be held at 5600 Harbor Street, City of Commerce Community Center,
Rosewood Park Meeting Room, City of Commerce, California 90040 (see back cover
for map).

It is anticipated that this proxy statement and the accompanying proxy will
be mailed to shareholders on or about April 24, 2003.

SHAREHOLDERS ENTITLED TO VOTE. The close of business on April 14, 2003, has
been fixed as the record date for the determination of shareholders entitled to
notice of and to vote at the annual meeting and any postponements or
adjournments thereof. At the record date, 70,426,655 shares of our common
stock, no par value, were outstanding. Our common stock is the only
outstanding class of securities entitled to vote at the annual meeting. At the
record date, we had approximately 22,927 shareholders, which includes 534
shareholders of record.

PROXIES. Your vote is important. If your shares are registered in your name,
you are a shareholder of record. If your shares are in the name of your broker
or bank, your shares are held in street name. We encourage you to vote by proxy
so that your shares will be represented and voted at the meeting even if you
cannot attend. Your submission of the enclosed proxy will not limit your right
to vote at the annual meeting if you later decide to attend in person. If your
shares are held in a street name, however, you must direct the holder of record
as to how to vote your shares, or you must obtain a proxy, executed in your
favor, from the holder of record to be able to vote in person at the meeting. If
you are a record holder, you may revoke your proxy at any time before the
meeting either by filing with our Secretary, at our principal executive offices,
a written notice of revocation or a duly executed proxy bearing a later date, or
by attending the annual meeting and voting your shares in person. If no
instruction is specified on the enclosed proxy with respect to a matter to be
acted upon, the shares represented by the proxy will be voted (i) in favor of
the election of the nominees for director set forth herein, (ii) against the
shareholder proposals, and (iii) if any other business is properly presented at
the annual meeting, in accordance with the recommendations of the Board of
Directors.

QUORUM. The presence, in person or by proxy, of a majority of the votes
entitled to be cast by the shareholders entitled to vote at the annual meeting
is necessary to constitute a quorum. Abstentions and broker non-votes will be
included in the number of shares present at the annual meeting for determining
the presence of a quorum. Broker non-votes occur when a broker holding customer
securities in street name has not received voting instructions from the customer
on certain non-routine matters and, therefore, is barred by the rules of the
applicable securities exchange from exercising discretionary authority to vote
those securities.

VOTING. A shareholder is entitled to cast one vote for each share held of
record on the record date on all matters to be considered at the annual meeting.
Abstentions will be counted toward the tabulation of votes cast on proposals
submitted to shareholders and will have the same effect as negative votes, while
broker non-votes will not be counted as votes cast for or against such matters.

ELECTION OF DIRECTORS. The nine nominees for director receiving the highest
number of votes at the annual meeting will be elected. If any nominee is unable
or unwilling to serve as a director at the time of the annual meeting, the
proxies will be voted for such other nominee(s) as shall be designated by the
current Board of Directors to fill any vacancy. We have no reason to believe
that any nominee will be unable or unwilling to serve if elected as a director.

SHAREHOLDER PROPOSALS. Approval of the shareholder proposals will require the
affirmative vote of a majority of the shares of common stock present or
represented and voting at the annual meeting.

OTHER MATTERS. All other matters that may properly come before the meeting
require for approval the favorable vote of a majority of shares voting at the
meeting in person or by proxy. At the date this proxy statement went to press,
we do not know of any other matter to be raised at the annual meeting.

ITEM 1: ELECTION OF DIRECTORS
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Item 1 is the election of nine members of the Board of Directors. In
accordance with our bylaws, 99 Only Stores' directors are elected at each
annual meeting and hold office until the next annual meeting and until their
successors are elected and qualified. Our bylaws provide that the Board of
Directors shall consist of no less than seven and no more than eleven directors
as determined from time to time by the board of directors. The Board of
Directors currently consists of nine directors.

Unless otherwise instructed, the proxy holders will vote the proxies
received by them for the nominees named below. If any nominee is unable or
unwilling to serve as a director at the time of the annual meeting or any
adjournments thereof, the proxies will be voted for such other nominee(s) as
shall be designated by the current Board of Directors to fill any vacancy. We
have no reason to believe that any nominee will be unable or unwilling to serve
if elected as a director.

The Board of Directors proposes the election of the following nominees as
directors:

William Christy
Lawrence Glascott
David Gold
Howard Gold
Jeff Gold
Marvin Holen
Eric Schiffer
Ben Schwartz
John Shields

If elected, each of the nominees is expected to serve until the 2004 annual
meeting of shareholders and thereafter until his or her successor is duly
elected and qualified.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR"
THE ELECTION OF THE LISTED NOMINEES.

INFORMATION WITH RESPECT TO NOMINEES AND EXECUTIVE OFFICERS

The following table sets forth information with respect to the nominees and
our executive officers as of March 31, 2003:

NOMINEES:

David Gold 70 1965 David Gold has been Chairman of the Board and our Chief
Executive Officer since the founding of the Company in 1965.
Mr. Gold has over 45 years of retail experience.

Howard Gold 43 1991 Howard Gold has been one of our directors since 1991. He
joined us in 1982 and has served in various managerial
capacities. Since 1991 he has served as Senior Vice President
of Distribution.

AGE AT
--------- YEAR FIRST
MARCH 31, ELECTED OR
--------- APPOINTED
NAME: 2003 DIRECTOR PRINCIPAL OCCUPATION
- ------------------------- --------- ---------- ----------------------------------------------------------------
Eric Schiffer 42 1991 Eric Schiffer has been one of our directors since 1991. He
joined us 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 Partners, a
venture capital firm.

Jeff Gold 35 1991 Jeff Gold has been one of our directors since 1991. He joined
us in 1984 and has served in various managerial capacities.
Since 1991 he has served as Senior Vice President of Real
Estate and Information Systems.

William O. Christy 71 1992 William O. Christy has been one of our directors since 1992
and serves on our Audit Committee and Compensation
Committee. He was President and Chief Executive Officer of
Certified Grocers of California from 1977 until his retirement
in 1990. He has served on numerous trade association boards
including the executive committee of the National Grocers
Association Board and Chairman of the Merchant and
Manufacturer Association Board.

Marvin Holen 72 1991 Marvin Holen has been one of our directors since 1991 and
serves on our Audit and Compensation Committee. He is an
attorney and in 1960 founded the law firm of Van Petten &
Holen. He served on the Board of the Southern California
Rapid Transit District from 1976 to 1993 (six of those years as
the Board's President). He served on the Board of Trustees of
California Blue Shield from 1972 to 1978, on the Board of
United California Savings Bank from 1992 to 1994 and on
several other corporate, financial institution and philanthropic
boards of directors.

Ben Schwartz 85 1993 Ben Schwartz has been one of our directors since 1993. He was
Chairman of Foods Company Markets, a supermarket chain,
from 1980 until it was acquired in 1987 by Boys Markets. Prior
thereto, he served for many years as its president. He served on
the Board of Directors of Certified Grocers of California,
including four years as Chairman. Additionally, Mr. Schwartz
sits on a number of industry trade boards, including the Food
Marketing Institute.

John Shields 71 2001 John Shields was appointed to our board of directors in January
2001 and serves on our Compensation Committee. He served
as Chief Executive Officer of Trader Joe's from 1989 to 2002.
Trader Joe's Company is a Southern California based privately
held retail chain. From 1978 to 1987 he was Vice President of
Operations for Mervyn's Department Stores. Prior to that he
spent 20 years with Macy's, ultimately as Senior Vice President
of Operations. In 1993 he was Entrepreneur of the Year for Los
Angeles and in 1994 he was honored as retailer of the year.

Lawrence Glascott 68 1996 Lawrence Glascott has been one of our directors since October
1996 and serves on our Audit Committee and Compensation
Committee. From 1991 to 1996 he was the Vice President -
Finance of Waste Management International, an environmental
services company. Prior thereto, Mr. Glascott was a partner at
Arthur Andersen LLP and was the Arthur Andersen LLP
partner in charge of the 99 Only Stores account for six years.
Additionally, Mr. Glascott was in charge of the Los Angeles
based Arthur Andersen LLP Enterprise Group practice for over
15 years.
OTHER EXECUTIVE OFFICERS:
Helen Pipkin 60 Helen Pipkin joined us in 1991 and serves as Senior Vice
President of Wholesale Operations. From 1985 through 1991,
Ms. Pipkin served as Controller and Manager of Wholesale and
Import Operations of Cobra Associated International, a
wholesaler of variety merchandise. Prior to 1985, for many
years, Ms. Pipkin was an owner, Vice President and Controller
of Markell Imports, a general merchandise wholesaler.

Andy Farina 56 Andy Farina joined us in September 1996 and serves as Chief
Financial Officer. From April 1993 through August 1996, Mr.
Farina was Vice President of Finance of Crown BBK, Inc., a
food brokerage business. Mr. Farina was employed by a
division of Sara Lee from 1976 through 1988, ultimately in the
capacity of President.

Jos Gomez 43 Jos Gomez joined us in 1980 and has served in many different
managerial capacities. Since 1997 he has served as Vice
President of Retail Operations. He has over 20 years of retail
experience.

David Gold is the father of Howard Gold and Jeff Gold and the father-in-law of
Eric Schiffer.

FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS
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BOARD MEETINGS AND COMMITTEES

The Board of Directors held a total of 9 meetings during the fiscal year
ended December 31, 2002. The Board of Directors has an Audit Committee and a
Compensation Committee. During the fiscal year ended December 31, 2002, each
director attended all meetings of the Board of Directors held. Each director
also attended all meetings of the committees of the Board of Directors on which
he served.

The Audit Committee currently consists of Messrs. Christy, Holen and
Glascott. The Audit Committee recommends the engagement of our independent
public accountants, and periodically meets with the independent public
accountants and our Chief Financial Officer to review matters relating to our
financial statements, our accounting principles and our system of internal
accounting controls, and reports its recommendations as to the approval of our
financial statements to the Board of Directors. The role and responsibilities of
the Audit Committee are more fully set forth in a written charter adopted by the
Board of Directors. The Audit Committee held six meetings during fiscal 2004, at
which each member of the Audit Committee was present.

The Compensation Committee currently consists of Messrs. Christy, Holen,
Glascott and Shields. This Committee is responsible for considering and making
recommendations to the Board of Directors regarding executive compensation and
is responsible for administering our stock option plan. The Compensation
Committee held two meetings during fiscal 2002, at which each member of the
Compensation Committee was present.

COMPENSATION OF DIRECTORS

Each director who is not an officer of or otherwise employed by us receives
$1,500 per month, plus $500 for each board meeting attended. Such non-employee
directors also receive $150 for each committee meeting attended or $250 for each
committee meeting attended as committee chairperson. In addition, each
non-employee director receives an automatic annual grant on May 1 of a
non-qualified option to purchase 3,000 shares of our common stock with a per
share exercise price equal to the fair market value of a share of our common
stock on the date of grant.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee of our Board of Directors currently consists of
Messrs. Christy, Holen, Glascott and Shields. None of these individuals was an
officer or employee at any time during fiscal 2002. None of our current
executive officers has served as a member of the board of directors or
compensation committee of any entity for which a member of our Board of
Directors or Compensation Committee has served as an executive officer.

SHAREHOLDER PROPOSALS

THE COMPANY HAS BEEN ADVISED BY TWO HOLDERS OF OUR COMMON STOCK OF THEIR
INTENTION TO INTRODUCE AT THE ANNUAL MEETING THE FOLLOWING PROPOSALS. THE BOARD
OF DIRECTORS AND THE COMPANY DISCLAIM ANY RESPONSIBILITY FOR THE CONTENT OF THE
PROPOSALS AND FOR THE STATEMENTS MADE IN SUPPORT THEREOF, WHICH ARE PRESENTED AS
RECEIVED FROM THE STOCKHOLDERS.

ITEM 2: SHAREHOLDER PROPOSAL #1
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Aaron Merle Epstein, 13455 Ventura Boulevard #209, Sherman Oaks, California
91423-6122, owning 113 shares of our common stock, has notified us of his intent
to introduce the following proposal at the annual meeting.

"Whereas: Consumers and shareholders continue to be concerned about whether
low wages and abusive working conditions exist in facilities where the products
they buy are produced or assembled.

Resolved: Shareholders request the Board of Directors adopt the following
Vendor Standards to be inserted in all purchasing contracts with its vendors.

99 Cents Only Stores has a tradition of conducting its business in an
ethical manner that reflects our respect for the public franchise under which we
operate. As such we are concerned with the worldwide state of being of human
rights and environmental degradation. We expect that the vendors with whom we
source our products to share these same ethical concerns as well. 99 Cents Only
Stores will use the following Standards of Vendor Engagement in selecting
vendors and will seek compliance with these standards by our contractors,
subcontractors, suppliers, and other businesses.

99 Cents Only Stores will seek vendors that will allow us full knowledge of
the facilities used in their production. We reserve the right to undertake
affirmative measures, such as on-site inspection of production facilities in
order to implement and monitor these standards. Any effort to suppress any of
these standards will be met with strong objection on our part and we will take
into account any such actions on the part of our vendors when reviewing and
evaluating our business relationships. Safe and healthy workplace: 99 Cents Only
Stores will seek vendors who provide their employees with a safe and healthy
workplace in compliance with local laws. Forced or Compulsory Labor: 99 Cents
Only Stores will not knowingly work with vendors that use forced or other
compulsory labor in the manufacture of products intended for our stores. This
includes labor that is required as a means of political views. Disciplinary
practices: 99 Cents Only Stores will not knowingly use vendors who use corporal
punishment or other forms of mental or physical coercion. Non-Discrimination: 99
Cents Only Stores recognizes and respects the cultural differences found in the
worldwide marketplace. However, we believe that workers should be employed on
the basis of their ability to carry out the duties of a particular job, rather
than on the basis of personal characteristics of beliefs. We will seek vendors
who share this belief. Working Hours and Overtime: 99 Cents Only Stores will
seek vendors who do not require more than 60-hour workweeks on a regularly
scheduled basis, except for appropriately compensated overtime in compliance
with local laws. Fair Wages: 99 Cents Only Stores will seek vendors who share
our commitment to the betterment of wage and benefit levels that address the
basic needs of workers and their families so far as possible and appropriate in
light of national practices and conditions. Child Labor: 99 Cents Only Stores
will seek vendors who do not use child labor. 99 Cents Only Stores will expect
its vendors to comply with the law of the country of origin in defining the term

"child", but we will not knowingly use vendors that use labor from person under
the age of 14 regardless of the law of the country of origin. 99 Cents Only
Stores will support the development of legitimate workplace apprenticeship
programs for the educational benefit of younger people as long as the child is
not being exploited or given jobs that are dangerous to the child's health or
safety."

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE AGAINST THIS
PROPOSAL FOR THE FOLLOWING REASONS:

We recognize our responsibility to engage in business with vendors that
have strong business ethics and regard for human rights. We also believe that
substantial progress has been made in improving international human rights
through a combination of cooperative efforts between business and the local
governments to improve living standards and awareness and education of human
rights. We believe our business activities are consistent with the objectives of
good business ethics and that we have performed responsibly. The Board of
Directors believes that the proposed resolution is not warranted.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE ADOPTION OF THIS
PROPOSAL. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED AGAINST THIS
PROPOSAL UNLESS OTHERWISE SPECIFIED BY THE SHAREHOLDER IN THE PROXY.

ITEM 3: HAREHOLDER PROPOSAL #2
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John Chevedden, 2215 Nelson Avenue #205, Redondo Beach, California 90278, owning
150 shares of our common stock, has notified us of his intent to introduce the
following proposal at the annual meeting.

Allow a shareholder vote on any poison pill. This topic won an overall 60
percent yes vote at 50 companies in 2002. This is to recommend that our company
not adopt, maintain or extend any poison pill unless such adoption , maintenance
or extension is submitted to a shareholder vote. A 2001 Harvard Business school
study found that good corporate governance (which took into account whether a
company had a poison pill) was positive and significantly related to company
value. This study, conducted with the University of Pennsylvania's Wharton
School, reviewed the relationship between the corporate governance index for
1,500 companies and company performance from 1990 to 1999. Certain governance
experts believe that a company with good governance will perform better over
time, leading to a higher stock price. Others see corporate governance as a
means of reducing risk, as they believe it decreases the likelihood of bad
things happening to a company. Since the 1980's Fidelity, a mutual fund giant
with $800 billion invested, has withheld votes for directors at companies that
have approved poison pills, Wall Street Journal, June 12, 2002. Challenges faced
by our company. I believe that a shareholder vote on any poison pill can be
viewed as part of a larger issue - maximization of our management commitment to
the best governance and accountability practices. I believe we as shareholders
should make this first step toward improvement. Our company is currently
challenged by our shares selling at an inflated price/earnings multiple that
reflects earnings beyond 2003. Meanwhile we have these poor
governance/accountability practices that could hinder our company in responding
to this and other business challenges: 1) A shareholder vote on auditors is not
allowed 2) Our company used Arthur Anderson auditors in 2002 3) Only 55% of our
directors were independent 4) There is no nominating committee made up of
directors 5) Four of our directors are relatives. The Council of Institutional
Investors www.cii.org an organization of 120 pension funds investing $1
-----------
trillion, called for shareholder approval of poison pills. In recent years,
various companies have redeemed existing poison pills or sought shareholder
approval for their poison pill. This includes Columbia/HCA, McDermott
International and Airborne Inc. Shareholders believe that our Company should
follow suit and allow shareholders a vote on this key issue. Allow Shareholder
vote on any poison pill This topic won an overall 60%-yes vote at 50 companies
in 2002. Yes on 3.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE AGAINST THIS
PROPOSAL FOR THE FOLLOWING REASONS:

Although the Company currently does not have a shareholder rights plan, or
"poison pill," in place, we believe that it is in the best interests of the
Company and its shareholders that the Board retain the flexibility to adopt such
an anti-takeover provision if and when necessary. The purpose of a shareholder
rights plan is to protect a corporation from an acquisition that may not be in
the best interest of the corporation and its shareholders by forcing potential
acquirers to negotiate with the corporation's board of directors, which allows
the board to better represent its shareholders' interests. A study by Georgeson
Shareholder Communications Inc. showed that between 1992 and 1996, stockholders
of companies with shareholder rights plans received significantly higher value
in acquisitions than companies without them. (Georgeson Shareholder
Communications Inc., "Mergers & Acquisitions: Poison Pills and Shareholder

Value/1992-1996," 1997). If we were required to obtain prior stockholder
approval of such a plan, we could be prevented from appropriately responding to
a takeover attempt, which could jeopardize our ability to negotiate effectively
and protect shareholders' interests.

We are committed to acting in the best interests of the Company and its
shareholders in all matters of corporate governance, including any decision to
adopt a shareholder rights plan.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE ADOPTION OF THIS PROPOSAL.
PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED AGAINST THIS PROPOSAL
UNLESS OTHERWISE SPECIFIED BY THE SHAREHOLDER IN THE PROXY.

EXECUTIVE COMPENSATION
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SUMMARY COMPENSATION TABLE

The following table sets forth, as to the Chief Executive Officer and as to
each of the other four most highly compensated officers whose compensation
exceeded $100,000 during the last fiscal year (the "Named Executive Officers"),
information concerning all compensation paid for services to us in all
capacities during the last three fiscal years or accrued within the current
fiscal year. The number of securities underlying the options in the table
below, as well as in the Option Grants in The Last Fiscal Year table and the
Aggregated Options Exercised in the Last Fiscal Year and Year-End Values table
have been adjusted to reflect our four-for-three stock dividend distributed
April 3, 2002 to shareholders of record on March 25, 2002.

LONG-TERM
COMPENSATION
NUMBER OF
FISCAL YEAR SECURITIES
ENDED ANNUAL CO MPENSATION UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION DECEMBER 31, SALARY BONUS OPTIONS COMPENSATION
- ------------------------------ ------------ ---------- ----------- ------------

David Gold . . . . . . . . . . 2002 $ 167,596 - - -
Chairman of the Board and 2001 181,730 - - -
Chief Executive Officer 2000 168,300 - - -

Andrew Farina. . . . . . . . . 2002 $ 163,400 $ 25,000 13,500 -
Chief Financial Officer 2001 162,300 25,000 18,000 -
2000 141,500 20,000 30,000 -

Jose Gomez . . . . . . . . . . 2002 $ 169,600 $ 25,000 13,500 -
Vice President of 2001 174,900 25,000 18,000 -
Retail Operations 2000 160,200 25,000 30,000 -

Helen Pipkin . . . . . . . . . 2002 $ 120,960 $ 20,000 9,000 -
Senior Vice President of 2001 143,100 20,000 16,000 -
Wholesale Operations 2000 137,700 20,000 30,000 -

Eric Schiffer. . . . . . . . . 2002 $ 120,615 - -
President 2001 124,615 - - -
2000 120,800 - - -

OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth certain information regarding the grant of
stock options made during the fiscal year ended December 31, 2002 to the Named
Executive Officers.

OPTION GRANTS IN LAST FISCAL YEAR

POTENTIAL
REALIZABLE VALUE
NUMBER OF AT ASSUMED ANNUAL
SECURITIES PERCENT OF TOTAL RATES OF STOCK PRICE
UNDERLYING OPTIONS GRANTED APPRECIATION FOR
OPTION TO EMPLOYEES IN EXERCISE OR EXPIRATION OPTION TERM(a)
NAME GRANTED(b) FISCAL YEAR(c) BASE PRICE DATE 5% 10%
- ---------------------- ----------- ----------------- ------------ ---------- -------------- --------------

David Gold. . . . . . . - - - - - -
Jose Gomez. . . . . . . 13,500 1.3% $ 29.68 5/30/12 $ 251,985 $ 638,581
Helen Pipkin. . . . . . 9,000 0.9% 29.68 5/30/12 167,990 425,720
Andrew Farina . . . . . 13,500 1.3% 29.68 5/30/12 251,985 638,581
Eric Schiffer . . . . . - - - - - -

(a) The potential realizable value is based on the assumption that the common
stock appreciates at the annual rate shown (compounded annually) from the
date of grant until the expiration of the option term. These amounts are
calculated pursuant to applicable requirements of the Securities and
Exchange Commission and do not represent a forecast of the future
appreciation of the common stock.
(b) The option grants set forth on this chart vest in three equal annual
installments beginning on May 30, 2003.
(c) Options covering an aggregate of 1,030,521 shares were granted to eligible
persons during the fiscal year ended December 31, 2002.

STOCK OPTIONS HELD AT FISCAL YEAR END

The following table sets forth, for each of the Named Executive Officers,
information regarding the number of shares of common stock underlying stock
options held at fiscal year end and the value of options held at fiscal year
end.

AGGREGATED OPTIONS EXERCISED IN THE LAST FISCAL YEAR AND YEAR-END VALUES

NUMBER OF SECURITIES NUMBER OF SECURITIES
UNDERLYING EXERCISED UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT OPTIONS AT IN-THE-MONEY OPTIONS
DECEMBER 31, 2002 DECEMBER 31, 2002 AT DECEMBER 31, 2002(a)
------------------------ -------------------------- ----------------------------
NAME SHARES VALUE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------ ------ ---------------- ----------- ------------- ------------ --------------

David Gold . . . . . . . - - - - - -
Jose Gomez . . . . . . . - - 191,006 35,500 $ 3,033,022 $ 174,745
Helen Pipkin . . . . . . 46,267 $ 662,868 42,072 29,666 721,829 166,277
Andrew Farina. . . . . . 29,300 $ 471,557 142,954 35,500 2,183,794 174,745
Eric Schiffer. . . . . . - - 75,006 - 1,854,694 -

(a) Based on the last reported sale price of the common stock on the New York
Stock Exchange on December 31, 2002 ($26.86) less the option exercise
price.

REPORT OF THE COMPENSATION COMMITTEE
- --------------------------------------------------------------------------------

The Compensation Committee is charged with the responsibility of
administering all aspects of the Company's executive compensation programs. The
committee, which currently is comprised of four independent, non-employee
directors and no employee directors, also grants all stock options and otherwise
generally administers the Company's 1996 Stock Option Plan. Following review
and approval by the committee, determinations pertaining to executive
compensation are submitted to the full Board of Directors for approval.

COMPENSATION PHILOSOPHY. The Company's executive compensation program is
designed to (1) provide levels of compensation that integrate pay and incentive
plans with the Company's strategic goals, so as to align the interests of
executive management with the long-term interests of the Company's shareholders,
(2) attract, motivate and retain executives of outstanding abilities and
experience capable of achieving the strategic business goals of the Company, (3)
recognize outstanding individual contributions, and (4) provide compensation
opportunities which are competitive to those offered by other retail companies
of similar size and performance. To achieve these goals, the Company's executive
compensation program consists of three main elements: (i) base salary, (ii)
annual cash bonus and (iii) long-term incentives. Each element of compensation
has an integral role in the total executive compensation program. Given the
current share ownership of Messrs. David Gold, Howard Gold, Jeff Gold and Eric
Schiffer, these members of management have chosen not to receive bonuses or
stock option awards.

BASE SALARY. Base salaries are negotiated at the commencement of an
executive's employment with the Company and are reviewed annually. Base salaries
are designed to reflect the position, duties and responsibilities of each
executive officer, the cost of living in the area in which the officer is
located, the market for base salaries of similarly situated executives at other
companies engaged in businesses similar to that of the Company and the Company's
performance against its financial and strategic goals. Base salaries are
generally designed to be at the mid-range of salaries of comparable companies.
During the year ended December 31, 2002, David Gold served as the Company's
Chief Executive Officer. Mr. Gold's base salary of $167,596 was determined based
upon his service to the Company, the financial performance of the Company in the
year ended December 31, 2002, and the salaries received by similarly situated
executives at other companies. See "Executive Compensation -- Summary
Compensation Table."

ANNUAL CASH BONUSES. Executive officers and key members of management are
eligible to receive annual incentive bonuses from an executive bonus pool in
amounts determined at the discretion of the Board of Directors. The executive
bonus pool is calculated based on the Company's annual performance against a
business plan developed each year by senior management and reviewed and approved
by the Board of Directors. The executive bonus pool is capped at 3% of the
Company's operating profit. Funding of the bonus pool is determined based on a
performance matrix consisting of three variables: (i) the increase in store
sales during the subject year over store sales during the immediately preceding
year; (ii) operating income goals; and (iii) the individual performance of the
executives. Individual bonus targets for executives range from 0% to 20% of the
executive's base salary depending on the level of responsibility and attainment
of individual performance goals. Messrs. David Gold, Howard Gold, Jeff Gold and
Eric Schiffer have chosen not to receive an annual incentive bonus for 2002.

LONG-TERM INCENTIVES. The Company provides its executive officers with
long-term incentive compensation through grants of awards under the Company's
1996 Stock Option Plan. Under the 1996 Stock Option Plan, the Board of
Directors is authorized to grant any type of award which might involve the
issuance of shares of Common Stock, an option, warrant, convertible security,
stock appreciation right or similar right or any other security or benefit with
a value derived from the value of the Common Stock. The Compensation Committee
of the Board of Directors is currently responsible for selecting the individuals
to whom grants of awards will be made, the timing of grants, the determination
of the per share exercise price and the number of shares subject to each award.
All awards granted by the Compensation Committee pursuant to the 1996 Stock
Option Plan have been in the form of stock options. The Compensation Committee
believes that stock options provide the Company's executive officers with the
opportunity to purchase and maintain an equity interest in the Company and to
share in the appreciation of the value of the Common Stock. The Compensation
Committee believes that stock options directly motivate an executive to maximize
long-term shareholder value. The options incorporate vesting periods in order
to encourage key employees to continue in the employ of the Company. All
options granted in 2002 were granted at the fair market value of the Company's
Common Stock on the date of grant. The Compensation Committee considers the
grant of each option subjectively, considering factors such as the individual
performance of executive officers and competitive compensation packages in the
industry. Messrs. David Gold, Howard Gold, Jeff Gold and Eric Schiffer have
chosen not to receive bonuses or stock option awards.

COMPENSATION DEFERRAL PLAN. Effective January 1, 2000 the Company
established a compensation deferral plan for highly compensated employees. Under
the compensation deferral plan participants may defer up to 80% of base pay.

OMNIBUS BUDGET RECONCILIATION ACT IMPLICATIONS FOR EXECUTIVE COMPENSATION.
Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"),
places a limit of $1,000,000 on the amount of compensation that may be deducted
by the Company in any year with respect to the Chief Executive Officer and each
of the Company's four most highly paid executive officers other than the Chief
Executive Officer. Certain "performance-based" compensation that has been
approved by the Company's shareholders is not subject to the deduction limit.
The Company's 1996 Stock Option Plan is intended to qualify so that awards under
the plan constitute performance-based compensation not subject to Section 162(m)
of the Code. All compensation paid to the Company's employees in fiscal 2002 is
fully deductible.

SUMMARY. The Compensation Committee believes that its executive
compensation philosophy of paying the Company's executive officers by means of
base salaries, annual cash bonuses and long-term incentives (other than Messrs.
David Gold, Howard Gold, Jeff Gold and Eric Schiffer), as described in this
report, serves the interests of the Company and its shareholders.

COMPENSATION COMMITTEE

William Christy
Marvin Holen
Lawrence Glascott
John Shields

REPORT OF THE AUDIT COMMITTEE
- --------------------------------------------------------------------------------

The Audit Committee of the Board of Directors, which consists entirely of
directors who meet the independence and experience requirements of the New York
Stock Exchange, has furnished the following report:

The Audit Committee assists the Board in overseeing and monitoring the
integrity of the Company's financial reporting process, its compliance with
legal and regulatory requirements and the quality of its internal and external
audit processes. The role and responsibilities of the Audit Committee are set
forth in a written Charter adopted by the Board. The Audit Committee reviews and
reassesses the Charter annually and recommends any changes to the Board for
approval.

The Audit Committee is responsible for overseeing the Company's overall
financial reporting process. In fulfilling its responsibilities for the
financial statements for fiscal year 2002, the Audit Committee:

1. Reviewed and discussed the audited financial statements for the
fiscal year ended December 31, 2002 with management and
PricewaterhouseCoopers LLP, the Company's independent auditors;

2. Discussed with PricewaterhouseCoopers LLP the matters required to
be discussed by Statement on Auditing Standards 61, 89 and 90
relating to the conduct of the audit; and

3. Received written disclosures and the letter from
PricewaterhouseCoopers LLP regarding its independence as required
by Independence Standards Board Standard Number 1. The Audit
Committee also discussed with PricewaterhouseCoopers LLP their
independence.

The Audit Committee also considered the status of pending litigation,
taxation matters and other areas of oversight relating to the financial
reporting and audit process that the Committee determined appropriate.

Based on the Audit Committee's review of the audited financial statements
and discussions with management and PricewaterhouseCoopers LLP, the Audit
Committee recommended to the Board that the audited financial statements be
included in the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2002 for filing with the Securities and Exchange Commission.

AUDIT COMMITTEE

William Christy
Marvin Holen
Lawrence Glascott

PERFORMANCE GRAPH

The following graph sets forth the percentage change in cumulative total
shareholder return of our common stock during the period from December 31, 1997
to December 31, 2002, compared with the cumulative returns of the S&P Mid Cap
400 Index and the Russell 2000 Index. The comparison assumes $100 was invested
on December 31, 1997 in the common stock and in each of the foregoing indices.
The stock price performance on the following graph is not necessarily indicative
of future stock price performance.

[GRAPHIC OMITTED]

Cumulative Total Return
----------------------------------------------
12/97 12/98 12/99 12/00 12/01 12/02
------ ------ ------ ------ ------ ------

99 ONLY STORES 100.00 213.13 162.03 154.69 324.18 303.50
S & P MID CAP 400 100.00 130.44 133.48 154.98 152.46 128.91
RUSSELL 2000 100.00 120.52 115.50 110.64 111.78 87.66

EQUITY COMPENSATION PLAN INFORMATION
- -------------------------------------------------------------------------------------------------------------------------

Number of securities
Number of securities to be remaining available for
issued upon exercise of Weighted-average exercise future issuance under equity
outstanding options, price of outstanding options, compensation plans
------------------------------- (excluding securities
warrants and rights warrants and rights reflected in column (a)
--------------------------- ------------------------------- -----------------------------

Plan category (a) (b) (c)
Equity compensation plans
approved by security holders - - -
Equity compensation plans
not approved by security
holders 5,260,782 $ 17.86 6,199,566
--------------------------- ------------------------------- -----------------------------
Total 5,260,782 $ 17.86 6,199,566
=========================== =============================== =============================

CERTAIN TRANSACTIONS WITH DIRECTORS AND EXECUTIVE OFFICERS
- --------------------------------------------------------------------------------

As of March 28, 2003, we leased 12 of our 154 store locations and a parking
lot associated with one of these stores from certain members of the Gold family
and their affiliates. Annual rental expense for the facilities owned by the
Gold family and their affiliates was approximately $1.9 million, $1.9 million
and $2.2 million in 2000, 2001 and 2002, respectively. We believe that such
leases and contracts are no less favorable to us than those an unrelated party
would have provided after arm's-length negotiations. It is our current policy
not to enter into real estate transactions with the Gold family or their
affiliates, except with respect to the renewal or modification of existing
leases and occasions where such transactions are determined to be in our best
interests. Moreover, all real estate transactions between us and the Gold
family or their affiliates will require the unanimous approval of the
independent directors on our Board of Directors and a determination by such
independent directors that such transactions are the equivalent of a negotiated
arm's-length transaction with a third party. There can be no guarantee that we
and the Gold family or their affiliates will be able to agree on renewal terms
for the properties currently leased by us from, or, if such terms are agreed to,
that the independent directors on the Board of Directors will approve such
terms. In addition, an outside director, Ben Schwartz, is one of the trustees of
a trust which acquired a multi-unit shopping center, approximately five years
after the Company became a long term lessee for a single 99 Only Stores
location in that center. Annual rent expense for this store was approximately
$0.3 million per year in 2002, 2001 and 2000. Mr. Schwartz's son, is an
independent broker for the sale of some of the merchandise of the Company's
wholesale division, and received approximately $439,000 in gross commissions and
fees in 2002, $368,000 in 2001 and $251,000 in 2000.

On September 30, 2000, the Board of Directors approved the sale of
Universal International, Inc. and Odd's-N-End's, Inc. (collectively,
"Universal") to Universal Deals, Inc. and Universal Odd's-N-End's, Inc.,
respectively. Both Universal Deals, Inc. and Universal Odd's-N-End's are owned
100% by David and Sherry Gold who are significant shareholders of 99 Only
Stores. Mr. Gold is also our Chairman and Chief Executive Officer. The sales
price for Universal was our carrying value as of the close of business on
September 30, 2000 which was $33.9 million as determined by the parties and
approved by our Board of Directors. The sale was effective as of the close of
business on September 30, 2000. The Universal net assets at September 30, 2000
included $29.2 million in inventory, net fixed assets of $7.6 million and $0.6
million of other assets. These assets were offset by $3.5 million of accounts
payable, accrued and other liabilities. In connection with this transaction, we
continue to provide certain ongoing administrative and other services to
Universal pursuant to a Services Agreement. We receive a management fee of 6% of
Universal's sales revenue. During 2002 Universal closed its retail business
operations. In connection therewith 99 Only Stores, in 2002, received $1.5
million in management fees under a Services Agreement with Universal and also
received $1.4 million in lease payments for rental of a distribution facility to
Universal. Also, during 2002, we purchased $0.4 million of close out product
from Universal.

PRINCIPAL SHAREHOLDERS
- --------------------------------------------------------------------------------

The following table sets forth as of March 31, 2003, certain information
relating to the ownership of our common stock by (i) each person known by us to
be the beneficial owner of more than five percent of the outstanding shares of
our common stock, (ii) each of our directors, (iii) each of the Named Executive
Officers, and (iv) all of our executive officers and directors as a group.
Except as may be indicated in the footnotes to the table and subject to
applicable community property laws, each such person has the sole voting and
investment power with respect to the shares owned. Unless otherwise noted, the
address of each person listed is in care of 99 Only Stores, 4000 Union Pacific
Avenue, City of Commerce, California 90023.

NUMBER OF PERCENT
NAMES AND ADDRESSES SHARES(a) OF CLASS (a)
- ---------------------------------------- ----------- ------------

David Gold (b)(e). . . . . . . . . . . . 15,864,832 22.3%
Sherry Gold (c)(e) . . . . . . . . . . . 15,864,832 22.3%
Howard Gold (d)(e) . . . . . . . . . . . 9,255,600 12.9%
Jeff Gold (d)(e) . . . . . . . . . . . . 9,255,600 12.9%
Eric and Karen Schiffer (e)(f) . . . . . 9,300,605 13.0%
Au Zone Investments #3, LLC(e) . . . . . 6,860,124 9.6%
FMR Corp.(q) . . . . . . . . . . . . . . 5,418,888 7.6%
Myron Kaplan(n). . . . . . . . . . . . . 5,173,589 7.3%
Goldman Sachs Asset Management(r). . . . 3,521,198 5.0%

William O. Christy (g) . . . . . . . . . 52,504 *
Marvin Holen (h) . . . . . . . . . . . . 63,504 *
Ben Schwartz (i) . . . . . . . . . . . . 10,334 *
Lawrence Glascott (j). . . . . . . . . . 48,503 *
Helen Pipkin (k) . . . . . . . . . . . . 60,405 *
Jose Gomez(l). . . . . . . . . . . . . . 211,506 *
Andrew Farina(m) . . . . . . . . . . . . 163,454 *
John Shields(p). . . . . . . . . . . . . 6,267 *
All of the Company's executive officers
and directors as a group,
15 persons(o). . . . . . . . . . . . . . 28,813,832 40.4%

* Less than 1%

(a) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission that deem shares to be beneficially
owned by any person who has or shares voting or investment power with
respect to such shares. In computing the number of shares beneficially
owned by a person and the percentage ownership of that person, shares of
common stock subject to options held by that person that currently are
exercisable or exercisable within 60 days of March 31, 2003 are deemed
outstanding. Unless otherwise indicated, the persons named in this table
have sole voting and sole investment power for all shares shown as
beneficially owned, subject to community property laws where applicable.

(b) Includes 4,502,354 shares owned by Sherry Gold, David Gold's spouse, and
6,860,124 shares controlled through Au Zone Investments #3, LLC, a
California limited liability company.

(c) Includes 4,502,354 shares owned by David Gold, Sherry Gold's spouse, and
6,860,124 shares controlled through Au Zone Investments #3, LLC.

(d) Includes 6,860,124 shares controlled through Au Zone Investments #3, LLC,
and 75,005 shares reserved for issuance upon exercise of stock options
which are exercisable.

(e) Au Zone Investments #3, LLC, is the general partner of Au Zone Investments
#2, L.P., a California limited partnership (the "Partnership"). The
Partnership is the registered owner of 6,860,124 shares of common stock.
The limited partners of the Partnership are David Gold, Sherry Gold, Howard
Gold, Jeff Gold and Karen Schiffer. Each of the limited partners of the
Partnership owns a 20% interest in Au Zone Investments #3, LLC.

(f) Includes 6,860,124 shares controlled through Au Zone Investments #3, LLC,
and 150,010 shares reserved for issuance upon exercise of stock options
which are exercisable.

(g) Includes 52,504 shares of common stock reserved for issuance upon exercise
of stock options which are or will become exercisable on or before May 30,
2003.

(h) Includes 51,007 shares of common stock reserved for issuance upon exercise
of stock options which are or will become exercisable on or before May 30,
2003.

(i) Includes 10,334 shares of common stock reserved for issuance upon exercise
of stock options which are or will become exercisable on or before May 30,
2003.

(j) Includes 46,422 shares of common stock reserved for issuance upon exercise
of stock options which are or will become exercisable on or before May 30,
2003.

(k) Includes 60,405 shares of common stock reserved for issuance upon exercise
of stock options which are or will become exercisable on or before May 30,
2003.

(l) Includes 211,506 shares of common stock reserved for issuance upon exercise
of stock options which are or will become exercisable on or before May 30,
2003.

(m) Includes 163,454 shares of common stock reserved for issuance upon exercise
of stock options which are or will become exercisable on or before May 30,
2003.

(n) Includes 4,783,589 shares of common stock owned directly and for which Mr.
Kaplan has sole voting power and 390,000 shares of Common Stock owned by
Kaplan Nathan & Company, LLP a Delaware limited partnership, and for which
Mr. Kaplan shares voting and dispositive power. This information is based
on a Schedule13G amendment filed by Mr. Kaplan, Box 385 Leona , N.J. 07605,
on January 21, 2003.

(o) Includes (i) 4,502,354 shares owned by Sherry Gold, the spouse of David
Gold, (ii) 6,860,124 shares controlled through Au Zone Investments #3, LLC,
and (iii) 901,320 shares of common stock reserved for issuance upon
exercise of stock options which are or will become exercisable on or before
May 30, 2003.

(p) Includes 5,667 shares of common stock reserved for issuance upon exercise
of stock options which are or will become exercisable on or before May 30,
2003.

(q) Includes 5,418,888 shares of common stock owned beneficially and for which
FMR Corp. has sole power to dispose or direct disposition of and which
includes 63,056 shares of Common Stock for which FMR Corp. has sole power
to vote or to direct the vote. This information is based on a Schedule13G
filed by FMR Corp. 82 Devonshire Street, Boston, Massachusetts 02109, on
February 14, 2003. The Schedule 13G also reports that the interest of
Fidelity Contrafund, an investment company registered under the Investment
Company Act of 1940, in the shares of Common Stock beneficially owned by
FMR Corp. amounted to 3,746,633 shares.

(r) Includes 3,521,198 shares of common stock owned beneficially and for which
Goldman Sachs Asset Management has sole voting power and sole dispositive
power. This information is based on a Schedule13G filed by Goldman Sachs
Asset Management, 32 Old Slip, New York, NY 10005 on February 21, 2003.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
- ------------------------------------------------------------

Section 16(a) of the Securities Exchange Act of 1934 requires our officers,
directors, and persons who own more than ten percent of a registered class of
our equity securities to file reports of ownership and changes in ownership with
the Commission. Officers, directors and greater-than-ten percent shareholders
are required by the Commission's regulations to furnish us with all Section
16(a) forms they file. Based solely on our review of the copies of the forms
received by us and written representations from certain reporting persons that
they have complied with the relevant filing requirements, we believe that,
during the year ended December 31, 2002, all of our officers, directors and
greater-than-ten percent shareholders complied with all Section 16(a) filing
requirements.

SHAREHOLDER PROPOSALS
- ----------------------

Any shareholder who intends to present a proposal at the next annual
meeting for inclusion in our proxy statement and proxy relating to such annual
meeting must submit such proposal to us at our principal executive offices by
December 26, 2003. In addition, in the event a stockholder proposal is not
received by us by March 10, 2004, the proxy to be solicited by the Board of
Directors for the 2004 annual meeting will confer discretionary authority on the
holders of the proxy to vote the shares if the proposal is presented at the 2004
Annual Meeting without any discussion of the proposal in the proxy statement for
such meeting.

SEC rules and regulations provide that if the date of our 2004 Annual
Meeting is advanced or delayed more than 30 days from the date of our 2003
Annual Meeting, stockholder proposals intended to be included in the proxy
materials for the 2004 annual meeting must be received by us within a reasonable
time before we begin to print and mail the proxy materials for the 2004 annual
meeting. Upon determination by us that the date of the 2004 annual meeting will
be advanced or delayed by more than 30 days from the date of the 2003 annual
meeting, we will disclose such change in the earliest possible Quarterly Report
on Form 10-Q.

INDEPENDENT PUBLIC ACCOUNTANTS
- --------------------------------

As of June 13, 2002, upon the recommendation of the Audit Committee, our
Board of Directors dismissed Arthur Andersen LLP ("Andersen") as our independent
auditors. Andersen had served as our independent auditors since 1989. Andersen's
reports on our consolidated financial statements for the two most recent fiscal
years ended December 31, 2001 did not contain any adverse opinion or disclaimer
of opinion, nor were such reports qualified or modified as to uncertainty, audit
scope or accounting principles. During our two most recent fiscal years ended
December 31, 2001 and the subsequent interim period through June 13, 2002, there
were: (i) no disagreements between us and Andersen on any matters of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure which, if not resolved to Andersen's satisfaction, would have caused
them to make reference to the subject matter of the disagreement in connection
with their reports on our consolidated financial statements for such years; and
(ii) no "reportable events" as defined in Item 304(a)(1)(v) of Regulation S-K.
We requested and received a letter from Andersen confirming that there were no
such disagreements or reportable events. On June 13, 2002, we engaged
PricewaterhouseCoopers LLP as our independent auditors to audit our financial
statements for the fiscal year ending December 31, 2002. The decision to engage
PricewaterhouseCoopers LLP was recommended by the Audit Committee and approved
by the Board of Directors. During our two most recent fiscal years ended
December 31, 2001 and the subsequent interim period through June 13, 2002, we
did not consult with PricewaterhouseCoopers LLP with respect to the application
of accounting principles to a specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on our
consolidated financial statements, or any other matters or reportable events as
set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.

PricewaterhouseCooopers LLP has also been selected by the Board of
Directors to serve as our independent public accountants for the year ended
December 31, 2003. Representatives of PricewaterhouseCoopers LLP are expected to
be present at the Annual Meeting and will be afforded the opportunity to make a
statement if they desire and will be available to respond to appropriate
questions from shareholders.

For the fiscal year ended December 31, 2002, the Company retained
PricewaterhouseCoopers LLP, to provide services in the following categories and
amounts.

1. Audit Fees $243,100
2. Financial Information System
Design and Implementation Fees $ -
3. All other fees $100,325

The Audit Committee has considered whether the provision of non-audit
services by our principal auditor is compatible with maintaining auditor
independence.

SOLICITATION OF PROXIES
- -------------------------

The expenses of preparing, assembling, printing and mailing this Proxy
Statement and the materials used in the solicitation of proxies will be borne by
us. It is contemplated that the proxies will be solicited through the mails,
but our officers, directors and regular employees may solicit proxies
personally. Although there is no formal agreement to do so, we may reimburse
banks, brokerage houses and other custodians, nominees and fiduciaries for their
reasonable expenses in forwarding the proxy materials to shareholders whose
stock in us is held of record by such entities. In addition, we may use the
services of individuals or companies we do not regularly employ in connection
with the solicitation of proxies if management determines it advisable.

ANNUAL REPORT ON FORM 10-K
- ------------------------------

OUR ANNUAL REPORT ON FORM 10-K, WHICH HAS BEEN FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION FOR THE YEAR ENDED DECEMBER 31, 2002, WILL BE MADE
AVAILABLE TO SHAREHOLDERS WITHOUT CHARGE UPON WRITTEN REQUEST TO 99 ONLY
STORES, 4000 UNION PACIFIC AVENUE, CITY OF COMMERCE, CALIFORNIA 90023,
ATTENTION: CHIEF FINANCIAL OFFICER. THE EXHIBITS OF THIS REPORT WILL ALSO BE
PROVIDED UPON REQUEST AND PAYMENT OF COPYING CHARGES.

ON BEHALF OF THE BOARD OF DIRECTORS

/s/ Eric Schiffer

Eric Schiffer, President
4000 Union Pacific Avenue
City of Commerce, California 90023
April 24, 2003

99 CENTS ONLY STORES
4000 UNION PACIFIC AVENUE
CITY OF COMMERCE, CALIFORNIA 90023

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF 99 CENTS ONLY
----------------------------------------------------------------------------
STORES
------

The undersigned, a shareholder of 99 CENTS ONLY STORES, a California corporation
(the "Company") hereby appoints David Gold and Eric Schiffer, and each of them,
the proxy of the undersigned, with full power of substitution, to attend, vote
and act for the undersigned at Company's Annual Meeting of Shareholders (the
"Annual Meeting"), to be held on June 13, 2003, and at any of its postponement
or adjournments, to vote and represent all of the shares of the Company which
the undersigned would be entitled to vote, as follows:

(PLEASE SIGN AND DATE ON THE REVERSE SIDE)

================================================================================

X Please mark your THE BOARD OF DIRECTORS RECOMMENDS A WITH VOTE
Votes as in this ON ITEM 1 AND AN AGAINST VOTE ON
example using dark ITEM 2 AND ITEM 3
ink only.

1. ELECTION OF DIRECTORS, WITH WITHOUT Authority
to Vote for
As provided in the the nominees listed
Company's Proxy
Statement: [ ] [ ]

2. SHAREHOLDER PROPOSAL #1 FOR AGAINST ABSTAIN

The Board of Directors recommends a vote AGAINST [ ] [ ] [ ]
the adoption of proposal #1. Proxies solicited by
the Board of Directors will be voted against this
proposal unless otherwise specified by the
shareholder in the proxy.

(Instructions: To withhold authority for a nominee,
line through or otherwise strike out the name of the
nominee below)

3. SHAREHOLDER PROPOSAL #2 FOR AGAINST ABSTAIN

The Board of Directors recommends a vote AGAINST [ ] [ ] [ ]
the adoption of proposal #2. Proxies solicited by
the Board of Directors will be voted against this
proposal unless otherwise specified by the
shareholder in the proxy.

William O. Christy Marvin Holen

Lawrence Glascott Eric Schiffer

David Gold Ben Schwartz

Howard Gold John Shields

Jeff Gold

The undersigned hereby revokes any other proxy to vote at the Annual Meeting,
and hereby ratifies and confirms all that the proxy holder may lawfully do by
virtue hereof. As to any business that may properly come before the Annual
Meeting and any of its postponement or adjournments, the proxy holder is
authorized to vote in accordance with its best judgement.

This Proxy will be voted in accordance with the instructions set forth above.
This Proxy will be treated as a GRANT OF AUTHORITY TO VOTE WITH the election of
the directors named above and an AGAINST the shareholder proposals and as the
proxy holder shall deem advisable on such other business as may come before the
Annual Meeting, unless otherwise directed.

The undersigned acknowledges receipt of a copy of the Notice of Annual Meeting
and accompanying Proxy Statement dated April 24, 2003 relating to the Annual
Meeting.

_____________________________________________________ Date:_________________
Signature(s) of Shareholder(s) (See Intructions Below)

The signature(s) hereon should correspond exactly with the name(s) of the
shareholder(s) appearing on the Stock Certificate. If stock is jointly held, all
joint owners should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If signer is a corporation,
please sign the full corporation name and give title of signing officer. If
signer is a partnership, please sign in partnership name by authorized person.