UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One): 10-K	o Form	o Form 20-F	o Form 11-K	x Form 10-Q
	o Form N-SAR	o Form N-CSR

For Period Ended: December 31, 2005

o Transition Report on Form 10-K

o Transition Report on Form 20-F

o Transition Report on Form 11-K

o Transition Report on Form 10-Q

o Transition Report on Form N-SAR

For the Transition Period Ended:

Read attached instruction sheet before preparing form. Please print or type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:

PART I

REGISTRANT INFORMATION

Full name of registrant:           99¢ ONLY STORES            

Former name if applicable:

Address of principal executive office (street and number):           4000 East Union Pacific Avenue           

City, state and zip code:           City of Commerce, California 90023           

PART II

RULE 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)

	(a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
o _______	(b) The subject annual report, semi-annual report, transition report on Form 10-K, 20-F, 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the 15th calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III

NARRATIVE

State below in reasonable detail why the Form 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR or the transition report portion thereof, could not be filed within the prescribed time period.

99¢ Only Stores (the “Company”) is not able to file its Quarterly Report on Form 10-Q for the quarter ended December 31, 2005 (the “December 31 Form 10-Q”) because it is still working to complete the required financial statements. In particular, the Company is still completing certain procedures necessary for closing the quarter ended December 31, 2005, as well as certain inventory procedures discussed further below. In addition, it cannot file its December 31 Form 10-Q until BDO Seidman, LLP, its newly appointed independent registered public accounting firm, completes its limited review of the December 31 Form 10-Q and the Company’s Quarterly Reports on Form 10-Q for the three month periods ended March 31, June 30 and September 30, 2005. For these reasons, the December 31 Form 10-Q will not be filed by the extended deadline.

PART IV

OTHER INFORMATION

(1)  Name and telephone number of person to contact in regard to this notification:

Rob Kautz	(323) 881-1293
(Name)	(Area Code) (Telephone Number)

(2)  Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).

o Yes      x No

The Company has not filed its Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30 and September 30, 2005, and its Transition Report on Form 10-Q for the three month period ended March 31, 2005.

(3)  Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

x Yes     o No

If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

The Company anticipates that its net income for the quarter ended December 31, 2005 will be somewhat lower than the $8.7 million of net income reported in the quarter ended December 31, 2004. This anticipated decrease in net income is primarily due to an increase in cost of sales combined with an increase in certain operating expenses, primarily increased store operating costs such as labor and benefits, increased transportation costs and increased accounting and consulting costs primarily associated with Sarbanes Oxley.

As further described in the Company’s press release filed on Form 8-K on January 10, 2006, the Company has been substantively verifying certain inventory balances by performing comprehensive inventory counts at its stores and warehouses. Although this process was completed at the end of January, reconciliation of these physical inventories is not yet complete and therefore the related reserves that have been previously announced remain subject to final adjustment and auditor review. In addition, the Company has not yet completed certain financial closing procedures for the quarter ended December 31, 2005. Therefore, the Company is unable to provide a reasonable estimate of its results for the quarter ended December 31, 2005.

* * *

We have included statements in this filing that constitute “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act and Section 27A of the Securities Act. The word “anticipate” and similar expressions and variations thereof are intended to identify forward-looking statements. Such statements appear in this filing and include statements regarding the intent, belief or current expectations of the Company, its directors or officers. The shareholders of the Company and other readers are cautioned not to put undue reliance on such forward-looking statements. Such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and actual results may differ materially from those projected in this filing for the reasons discussed herein and as a result of additional information or factors that may be identified as our independent registered public accounting firm completes its review of our delayed Quarterly Reports and Transition Report on Form 10-Q and for the reasons, among others, discussed in the reports and other documents the Company files from time to time with the Securities and Exchange Commission, including the risk factors contained in the Section - “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company's Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.

99¢ ONLY STORES

(Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

Date:	February 9, 2006	By: /s/ Eric Schiffer
		Name: Eric Schiffer
		Title    Chief Executive Officer