Item 2.02. Results of Operations and Financial Condition.

On February 4, 2009, 99¢ Only Stores (the "Company") issued a press release announcing its financial results for the third quarter of fiscal 2009. A copy of this release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information in this Item 2.02, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such a filing.

Item 8.01. Other Events.

On February 2, 2009, the Company issued a press release announcing that the Board of Directors has rejected its Chairman's offer to buy the Texas operations, and has decided to suspend the Company's exit from its Texas market for up to six months to re-evaluate its Texas operations. As stated in the release, the Board also directed management to close approximately one third of its Texas stores by March 28, 2009, its fiscal year end.

A copy of this release is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibit

Exhibit No. Description

99.1 Press Release dated February 4, 2009

99.2 Press Release dated February 2, 2009

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