SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* TOMCHIN LAWRENCE (Last) (First) (Middle) (Street) (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol REX STORES CORP [ RSC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) COO President Assistant Secret
	3. Date of Earliest Transaction (Month/Day/Year) 09/08/2003
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
common stock $.01 par value	09/08/2003		S		38,000	D	$14.709	91	D
common stock $.01 par value	09/08/2003		M		13,000	A	$6.17	13,091	D
common stock $.01 par value	09/08/2003		S		13,000	D	$14.709	91	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option Right to Buy	$6.17	09/08/2003		M			13,000	(1)	07/06/2005	Common Stock	13,000	$6.17	313,500	D

Explanation of Responses:

1. Options granted on 7/6/95 and became exercisable in one-third increments on each of 12/31/97, 12/31/98 and 12/31/99

	Edward M. Kress, Attorney in Fact for Lawrence Tomchin	09/09/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

	POWER OF ATTORNEY


	The undersigned hereby constitutes and appoints Edward M.
Kress his true and lawful attorney-in-fact to: (i) execute for and
on behalf of the undersigned, Form 144 and all amendments thereto;
(ii) file such form with the U.S. Securities and Exchange
Commission and applicable securities exchange; and (iii) take any
other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be
necessary or desirable.

	The undersigned hereby grants such attorney-in-fact full
power and authority to do and perform any and every act and thing
whatsoever requisite, necessary or proper to be done in the
exercise of any of the rights and powers herein granted, as fully
to all intents and purposes as the undersigned might or could do
if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such
attorney-in-fact or his substitute(s) shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and
powers herein granted.  The undersigned acknowledges that the
foregoing attorney-in-fact, in serving in such capacity at the
request of the undersigned, is not assuming any of the
undersigned's responsibilities to comply with Rule 144 under the
Securities Act of 1933.

	This Power of Attorney shall remain in full force and effect
until revoked by the undersigned in a signed writing delivered to
the foregoing attorney-in-fact.

	IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney as of this 8th day of January, 2002.


			/s/Lawrence Tomchin






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