SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 26, 2006 REX STORES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-09097 31-1095548 (State or other jurisdiction (Commission File No.) (IRS Employer of incorporation) Identification No.) 2875 Needmore Road, Dayton, Ohio 45414 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (937) 276-3931 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition On May 26, 2006, REX Stores Corporation issued a press release announcing financial results and comparable store sales for the three month period ended April 30, 2006. The press release is furnished as Exhibit 99 to this report. Item 9.01. Financial Statements and Exhibits (c) Exhibits. The following exhibits are furnished with this report: 99 Press Release dated May 26, 2006

SIGNATURES 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 hereunto duly authorized. REX STORES CORPORATION Date: May 26, 2006 By: /s/ DOUGLAS L. BRUGGEMAN ------------------------ Name: Douglas L. Bruggeman Title: Vice President-Finance, Chief Financial Officer and Treasurer


[REX LOGO] News Announcement For Immediate Release For further information contact: Douglas Bruggeman Joseph N. Jaffoni/David Collins Chief Financial Officer Jaffoni & Collins Incorporated 937/276-3931 212/835-8500 or rsc@jcir.com REX STORES REPORTS FISCAL FIRST QUARTER DILUTED EARNINGS PER SHARE OF $0.13 Dayton, Ohio (May 26, 2006) -- REX Stores Corporation (NYSE:RSC), a specialty retailer of consumer electronic products and appliances, today announced financial results and comparable store sales for the three month period ended April 30, 2006. Net sales in the fiscal 2006 first quarter were $86.1 million compared with $87.9 million in the fiscal 2005 first quarter. Comparable store sales for the three months ended April 30, 2006 rose 0.5%. The Company reports sales performance quarterly and considers a store to be comparable after it has been open six full fiscal quarters. Comparable store sales figures do not include sales of extended service contracts. In the three months ended April 30, 2006, the Company incurred $0.6 million of share-based payment expense pursuant to its adoption on February 1, 2006, of Statement of Financial Accounting Standards, or SFAS, No. 123(R), "Share-Based Payment." The Company incurred no share-based payment expense in the three months ended April 30, 2005. Inclusive of the impact of SFAS, No. 123(R), fiscal 2006 first quarter operating income was $0.8 million, compared with operating income of $1.8 million in the quarter ended April 30, 2005. For the quarter ended April 30, 2006, income from synthetic fuel limited partnership investments was $2.1 million compared with $6.0 million in the comparable year-ago period. Income from continuing operations before income taxes in the three months ended April 30, 2006 was $2.6 million compared with $7.2 million in the quarter ended April 30, 2005. Net income in the three months ended April 30, 2006 was $1.5 million, or $0.13 per diluted share, compared to net income of $6.1 million, or $0.48 per diluted share, in the three months ended April 30, -more-

REX Stores Reports First Quarter Results, 5/26/06 page 2 2005. Per share results are based on 11,543,000 and 12,771,000 diluted weighted average shares outstanding for the three-month periods ending April 30, 2006 and 2005, respectively. Subsequent to the end of the quarter, Progress Energy (NYSE:PGN), the purchaser of the Company's partnership interest in the Colona synthetic fuel investments, announced that it had ceased production at its synthetic fuel facilities as higher oil prices have increased the likelihood that Section 29/45K tax credits would be reduced or phased out in 2006. Due to this announcement and similar announcements in the industry, the Company no longer anticipates additional income from the sale of its synthetic fuel interests. This could change, should operations resume at plants that have ceased production or should certain plants continue production. The Company will host a conference call and webcast today at 11:00 a.m. EDT, which are open to the general public. The conference call dial-in number is 212/676-4913; please call ten minutes in advance to ensure that you are connected prior to the presentation. Interested parties may also access the call live via the Investor Relations page of the Company's website, www.rextv.com, or at www.fulldisclosure.com; please allow 15 minutes to register, download and install any necessary software. Following its completion, a telephonic replay of the call can be accessed through 12:30 p.m. EDT on June 2, 2006 by dialing 800/633-8284 or 402/977-9140 (international callers). The access code for the audio replay is 21292814. Alternatively, a replay will be available on the Internet for 30 days at www.rextv.com or www.fulldisclosure.com. REX Stores Corporation is a leading specialty retailer of consumer electronic products and appliances. As of April 30, 2006, the Company operated 211 retail stores in 36 states under the trade name "REX." This news announcement contains or may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements can be identified by use of forward-looking terminology such as "may," "expect," "believe," "estimate," "anticipate" or "continue" or the negative thereof or other variations thereon or comparable terminology. Readers are cautioned that there are risks and uncertainties that could cause actual events or results to differ materially from those referred to in such forward-looking statements. These risks and uncertainties include among other things: the highly competitive nature of the consumer electronics retailing industry, changes in the national or regional economies, weather, the effects of terrorism or acts of war on consumer spending patterns, the availability of certain products, technological changes, new regulatory restrictions or tax law changes relating to the Company's synthetic fuel investments, the fluctuating amount of quarterly payments received by the Company with respect to sales of its partnership interest in a synthetic fuel investment, the potential for Section 29/45K tax credits to phase out based on the price of crude oil adjusted for inflation, and the uncertain amount of synthetic fuel production and resulting income received from time to time from the Company's synthetic fuel investments. -tables follow-

REX Stores Reports First Quarter Results, 5/26/06 page 3 REX STORES CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (in thousands, except per share amounts) (unaudited) Three Months Ended April 30, 2006 2005 -------- -------- NET SALES AND REVENUE $86,125 $87,934 Cost of sales 62,003 63,709 ------- ------- Gross profit 24,122 24,225 Selling, general and administrative expenses 23,325 22,447 ------- ------- OPERATING INCOME 797 1,778 INVESTMENT INCOME 292 74 INTEREST EXPENSE (502) (598) INCOME FROM LIMITED PARTNERSHIPS 2,062 5,983 ------- ------- Income from continuing operations before provision for income taxes and discontinued operations 2,649 7,237 PROVISION FOR INCOME TAXES 999 1,096 ------- ------- Income from continuing operations 1,650 6,141 Loss from discontinued operations, net of tax (161) (166) Gain on disposal of discontinued operations, net of tax - 125 ------- ------- Net Income $ 1,489 $ 6,100 ======= ======= WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC 10,145 11,156 ======= ======= Basic income per share from continuing operations $0.16 $0.55 Basic loss per share from discontinued operations (0.01) (0.01) Basic income per share on disposal of discontinued operations - .01 ------ ------- BASIC NET INCOME PER SHARE $0.15 $0.55 ====== ====== WEIGHTED AVERAGE SHARES OUTSTANDING - DILUTED 11,543 12,771 ====== ====== Diluted income per share from continuing operations $0.14 $0.48 Diluted loss per share from discontinued operations (0.01) (0.01) Diluted income per share on disposal of discontinued operations - 0.01 ------ ------ DILUTED NET INCOME PER SHARE $0.13 $0.48 ====== ====== -more-

REX Stores Reports First Quarter Results, 5/26/06 page 4 REX STORES CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) (unaudited) April 30 January 31 April 30 2006 2006 2005 ---- ---- ---- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 15,081 $ 20,096 $ 6,221 Escrow deposit - - 9,000 Accounts receivable, net 3,642 3,457 3,984 Synthetic fuel receivable 3,021 1,680 964 Merchandise inventory 108,516 97,371 131,547 Prepaid expenses and other 1,955 2,052 672 Future income tax benefits 9,339 9,361 10,929 --------- --------- --------- Total current assets 141,554 134,017 163,317 PROPERTY AND EQUIPMENT, NET 123,639 125,245 129,330 ASSETS HELD FOR SALE 2,148 1,497 1,669 OTHER ASSETS 735 760 953 FUTURE INCOME TAX BENEFITS 29,671 30,031 27,978 RESTRICTED INVESTMENTS 2,337 2,318 2,277 --------- --------- --------- Total assets $ 300,084 $ 293,868 $ 325,524 ========= ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Current portion of long-term debt $ 2,432 $ 2,389 $ 2,881 Current portion of deferred income 10,658 10,883 9,886 Accounts payable, trade 25,340 19,129 47,064 Accrued income taxes 606 541 624 Accrued payroll and related items 4,025 7,183 4,264 Other current liabilities 5,784 5,863 5,974 --------- --------- --------- Total current liabilities 48,845 45,988 70,693 --------- --------- --------- LONG-TERM LIABILITIES: Long-term mortgage debt 20,701 21,462 29,213 Deferred income 12,308 12,213 11,582 --------- --------- --------- Total long-term liabilities 33,009 33,675 40,795 --------- --------- --------- SHAREHOLDERS' EQUITY: Common stock 295 294 291 Paid-in capital 137,400 135,775 134,338 Retained earnings 242,387 240,898 218,729 Treasury stock (161,852) (162,762) (139,322) --------- --------- --------- Total shareholders' equity 218,230 214,205 214,036 --------- --------- --------- Total liabilities and shareholders' equity $300,084 $ 293,868 $325,524 ========= ========= ========= # # #