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 Identification No.)
    of incorporation)

                  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 8.01 Other Events.

         On May 26, 2006, REX Stores Corporation (the "Company"), through a
wholly owned subsidiary, entered into an agreement to invest $24.9 million in a
limited liability company that intends to construct and, subsequently, operate
an ethanol producing facility. The equity investment is expected to occur before
June 30, 2007, subject to the limited liability company obtaining additional
financing and certain other conditions.




                                       2









                                   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: June 2, 2006                       By:  /s/ DOUGLAS L. BRUGGEMAN
                                              ------------------------
                                              Name:  Douglas L. Bruggeman
                                              Title: Vice President-Finance,
                                                     Chief Financial Officer and
                                                     Treasurer







                                       3