99 Cents Only Stores LLC – ‘8-A12B’ on 5/17/96 – N-8A

As of:  Friday, 5/17/96   ·   Accession #:  1011290-96-1   ·   File #:  811-07629 (N-8A)   ·   Correction:  This Filing was Deleted by the SEC on 5/2/97. ®

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Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: N-8A        Notice of Registration                                 3     10K 
 2: EX-3.3      Exhibit - Description of Capital Stock                 2±     7K 

N-8A   —   Notice of Registration
Document Table of Contents

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                                      This document consists of 4 pages.
                                       The exhibit index begins on page 2.

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

    __________

    FORM 8-A

     FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
     PURSUANT TO SECTION 12(b) OR (g) OF THE
     SECURITIES EXCHANGE ACT OF 1934

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

CALIFORNIA                             95-2411605         
(State of incorporation or organization)         (IRS Employer                  
                               Identification No.)

4000 EAST UNION PACIFIC AVENUE, CITY OF COMMERCE, CALIFORNIA   90023            
(Address of principal executive office)          (Zip Code)                     

     SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

Title of each class                 Name of each exchange on      
to be so registered                 which each class is to be     
-------------------                        registered             
                              ----------
Common Stock, no par value per share       New York Stock Exchange, Inc.        

     SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

    None

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Item 1.   Description of Securities to be Registered.                           
-------------------------------------------                 
Reference is made to the discussion set forth under the caption     
"Description of Capital Stock" contained in the Form S-1 Registration Statement 
(the "Form S-1") of 99 Cents Only Stores ("Registrant") under the Securities Act
of 1933, as amended.  Such discussion is incorporated herein by reference to the
Registrant's Form S-1 (File No. 333-2764) and set forth as Exhibit 3.3 hereto.  

Item 2.   Exhibits.                                                             
--------                                                    
3.1 Amended and Restated Certificate of Incorporation of the Registrant -   
   incorporated by reference to Exhibit 3.1 to Registrant's Form S-1, File
No. 333-2764.                                                       

3.2 Amended and Restated Bylaws of the Registrant - incorporated by         
 reference to Exhibit 3.2 to Registrant's Form S-1, File No. 333-2764.

3.3 Page 40 from Registrant's Form S-1, File No. 333-2764, containing the   
  discussion set forth under the caption "Description of Capital Stock."

4.1 Specimen certificate evidencing Common Stock of the Registrant -        
   incorporated by reference to Exhibit 4.1 to Registrant's Form S-1, File
No. 333-2764.                                                       

-------------------------                                                       

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     SIGNATURE

 Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be   
signed on its behalf by the undersigned, thereto duly authorized.               

                      99 CENTS ONLY STORES

Date:  May 10, 1996                      By: /s/ David Gold                     
                     ---------------
                David Gold
                                           President and Chief Executive Officer

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12B’ Filing		Date		First		Last			Other Filings
Deleted on:		5/2/97
Filed on:		5/17/96							8-A12B
		5/10/96		3
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