<PAGE>
                            SCHEDULE 14A INFORMATION
 
                  Proxy Statement Pursuant to Section 14(a) of
            the Securities Exchange Act of 1934 (Amendment No.    )
 
    Filed by the Registrant /X/
    Filed by a party other than the Registrant / /
 
    Check the appropriate box:
    /X/  Preliminary Proxy Statement
    / /  Confidential, for Use of the Commission Only (as permitted by Rule
         14a-6(e)(2))
    / /  Definitive Proxy Statement
    / /  Definitive Additional Materials
    / /  Soliciting Material Pursuant to Section 240.14a-11(c) or Section 
         240.14a-12
                                ROSS STORES, INC.
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)
 
- --------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
Payment of Filing Fee (Check the appropriate box):
 
/X/  No fee required

/ /  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 
     and 0-11

    (1) Title of each class of securities to which transaction applies:

        ------------------------------------------------------------------------
    (2) Aggregate number of securities to which transaction applies:

        ------------------------------------------------------------------------
    (3) Per unit price or other underlying value of transaction computed
        pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
        filing fee is calculated and state how it was determined):

        ------------------------------------------------------------------------
    (4) Proposed maximum aggregate value of transaction:

        ------------------------------------------------------------------------
    (5) Total fee paid:

        ------------------------------------------------------------------------

/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
    0-11(a)(2) and identify the filing for which the offsetting fee was paid
    previously. Identify the previous filing by registration statement number,
    or the Form or Schedule and the date of its filing.

    (1) Amount Previously Paid:

        ------------------------------------------------------------------------
    (2) Form, Schedule or Registration Statement No.:

        ------------------------------------------------------------------------
    (3) Filing Party:

        ------------------------------------------------------------------------
    (4) Date Filed:

        ------------------------------------------------------------------------


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April 24, 1998


Dear Stockholder:

Enclosed with this letter are the proxy materials for our upcoming Annual
Meeting.  Among the items on the Agenda are two proposals:  (i) to approve an
amendment to the 1992 Stock Option Plan to increase the share reserve by
2,300,000 shares; and (ii) to approve an amendment to the company's Certificate
of Incorporation increasing the shares of common stock authorized for issuance
from 100 million to 170 million.  On behalf of the Compensation Committee of the
Board of Directors, which unanimously recommends a "YES" vote for each of these
proposals, I would like to take this opportunity to explain the Committee's
compensation philosophy and how these proposed changes fit into our goal of
increasing the value of the stockholders' investment.

COMPENSATION PHILOSOPHY

The cornerstone of our philosophy is the alignment of management's financial
interests with those of the stockholders. A significant amount of total
compensation for our executives is at risk in the form of equity-based grants,
including stock options.  We believe our compensation structure focuses
management's attention on developing and implementing strategies that will
positively affect the value of the stock over the long-term.  Further, the Stock
Option Plan is a broad-based program with grants primarily directed to those
employees who can have a meaningful effect on the company's performance.  

RECORD OPERATING RESULTS

Our record-breaking financial results in 1997 indicate that our compensation
strategy is working.  During the year, same store sales increased 10% on top of
a 13% increase in 1996, and earnings per share rose 49% to $2.35 following an
82% increase during 1996.  Driving these gains were unprecedented levels of
operating profitability.  Earnings before taxes and interest as a percent of
sales almost doubled from 5.2% in 1995 to 9.8% in 1997.  
     
1992 STOCK OPTION PLAN

We believe our ability to attract -- and more importantly retain -- what we
consider to be the best talent available in the off-price industry is the number
one reason for this outstanding performance.  A key focus over the past few
years has been the expansion and strengthening of the company's merchandising
staff through the addition of talented merchants at every level -- management,
buyers and assistant buyers.   Since 1992, we have more than tripled the size of
our buying organization, and we plan further additions in this important area
during 1998.  

The company's 1992 Stock Option Plan remains an important component of our
overall compensation program that enables Ross to attract, motivate and retain
the top performers necessary to compete in today's competitive environment for 
apparel retailers.   The proposal in the Proxy Statement requests stockholder
approval to increase the Stock Option Plan reserve by 2.3 million shares, or
less than 5% of total common stock outstanding.


CERTIFICATE OF INCORPORATION AND COMMON STOCK AUTHORIZED FOR ISSUANCE

The company's Certificate of Incorporation in the state of Delaware currently 
allows for the issuance of up to 100 million shares of common stock.   After 
providing for shares already authorized for issuance under equity plans, 
including the proposed increase in the Stock Option Plan reserve, 
approximately 43.4 million shares remain available for future issuance.


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                                PRELIMINARY COPIES


The Board of Directors recommends an increase in the authorized shares of common
stock from 100 million to 170 million.  Such an increase ensures that an
adequate number of shares would be available in the event that the Board of
Directors determines that it is necessary or appropriate to permit future stock
dividends or stock splits, to raise additional capital through the sale of
equity securities, to acquire another company or its assets, to establish
strategic relationships with corporate partners, to provide equity incentives to
employees and officers, or for other corporate purposes.  Although the company
has no current plans for these actions, the availability of additional shares of
common stock is important in the event that the Board of Directors needs to
undertake any of the foregoing actions on an expedited basis. 

STOCK REPURCHASE PROGRAM

The company's stock repurchase programs work in tandem with our equity programs
to enhance stockholder returns and to help minimize the dilutive potential of
the company's stock plans.  Buying back stock has helped Ross to recruit and
retain the people responsible for our outstanding earnings per share growth in
recent years without unduly diluting current stockholders' ownership.  

In our most recent fiscal year, we repurchased a total of 3.0 million shares at
an aggregate cost of $98 million, which contributed to a 1.4 million reduction
in shares outstanding by the end of 1997.  Subsequently, in January 1998, our
Board of Directors authorized the repurchase of an additional $110 million of
common stock.  This dollar amount represents more than 5% of existing shares
outstanding based on current stock prices.  If completed as planned in fiscal
1998, in just one year this new repurchase program could more than offset the
entire requested share increase in the Stock Option Plan.  

The company's Board of Directors and management firmly believe that effective
equity compensation programs have provided Ross with a key advantage in today's
increasingly competitive environment for apparel retailers, and in particular,
the off-price sector.  Approval of these Proxy proposals is critical to enabling
the company to continue to make progress in 1998 and beyond.  

We appreciate your support on these initiatives.  Should you have any questions
concerning these proposals, please contact either John Call, Senior Vice
President and Chief Financial Officer, or Katie Loughnot, Director of Investor
Relations and Assistant Secretary, at 1-800-289-7677. 

Respectfully,



George P. Orban
Chairman, Compensation Committee
Ross Stores, Inc. Board of Directors



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                                 ROSS STORES, INC.
                                          
                      NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                              TO BE HELD MAY 28, 1998


To the Stockholders:

Please take notice that the Annual Meeting of the Stockholders of Ross Stores,
Inc., a Delaware corporation (the "company"), will be held on Thursday, May 28,
1998 at 11:00 a.m. PDT, at the company's corporate headquarters located at 8333
Central Avenue, Newark, California for the following purposes:

     1.   To elect three Class III directors for a three-year term.

     2.   To approve the amendment to the 1992 Stock Option Plan to increase the
          share reserve by 2,300,000 shares.

     3.   To approve an increase in the number of authorized shares of common
          stock to 170,000,000 shares.

     4.   To ratify the appointment of Deloitte & Touche LLP as the company's
          independent certified public accountants for the fiscal year ending
          January 30, 1999.

     5.   To transact such other business as may properly come before the Annual
          Meeting or any adjournments or postponements thereof.

Stockholders of record at the close of business on April 3, 1998 are entitled to
notice of and to vote at the Annual Meeting and any adjournments or
postponements thereof.  For ten days prior to the Annual Meeting, a complete
list of stockholders entitled to vote at the Annual Meeting will be available
for examination by any stockholder for any purpose related to the Annual Meeting
during ordinary business hours at the principal office of the company located at
8333 Central Avenue, Newark, California.  


If you plan to attend the Annual Meeting and will need special assistance,
please contact Ms. Catherine C. Brady, Manager, Legal Affairs, Ross Stores,
Inc., 8333 Central Avenue, Newark, CA  94560-3433 at least ten days before the
meeting.  Thank you for your commitment to Ross Stores and for your cooperation
in returning your proxy without delay.


By order of the Board of Directors,




John G. Call
Corporate Secretary


Dated:    April 24, 1998



     IMPORTANT: PLEASE FILL IN, DATE, SIGN AND MAIL PROMPTLY THE ENCLOSED PROXY
IN THE POST-PAID ENVELOPE PROVIDED TO ASSURE THAT YOUR SHARES ARE REPRESENTED AT
THE MEETING.  IF YOU ATTEND THE MEETING, YOU MAY VOTE IN PERSON IF YOU WISH TO
DO SO, EVEN THOUGH YOU HAVE SENT IN YOUR PROXY.

                             PRINTED ON RECYCLED PAPER
                                          


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                                PRELIMINARY COPIES

                                          

                                 TABLE OF CONTENTS
                                          
                                                                         PAGE

PROXY SOLICITATION. . . . . . . . . . . . . . . . . . . . . . . . . .     1
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT . . . . .     2
INFORMATION REGARDING NOMINEES AND INCUMBENT DIRECTORS. . . . . . . .     4
COMPENSATION AND OTHER TRANSACTIONS WITH OFFICERS AND DIRECTORS . . .     7
     Summary Compensation Table . . . . . . . . . . . . . . . . . . .     7
     Option Grants in Last Fiscal Year. . . . . . . . . . . . . . . .     9
     Aggregated Option Exercises and Year-End Value Table . . . . . .    11
     Compensation Committee Report. . . . . . . . . . . . . . . . . .    12
     Stockholder Return Performance Graph . . . . . . . . . . . . . .    15
     Compensation of Directors. . . . . . . . . . . . . . . . . . . .    16
     Compensation Committee Interlocks and Insider Participation. . .    17
     Employment Contracts, Termination of Employment and
          Change-In-Control Arrangements. . . . . . . . . . . . . . .    17
     Certain Transactions . . . . . . . . . . . . . . . . . . . . . .    19
PROPOSAL 1 - ELECT CLASS III DIRECTORS. . . . . . . . . . . . . . . .    20
PROPOSAL 2 - APPROVE AMENDMENT TO INCREASE THE SHARE  . . . . . . . .    20
             RESERVE OF THE 1992 STOCK OPTION PLAN
PROPOSAL 3 - APPROVE AMENDMENT TO CERTIFICATE OF. . . . . . . . . . .    24
             INCORPORATION TO INCREASE THE NUMBER OF
             AUTHORIZED SHARES OF COMMON STOCK
PROPOSAL 4 - RATIFICATION OF APPOINTMENT OF
             INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS . . . . . . . .    26
PROXY SOLICITATION. . . . . . . . . . . . . . . . . . . . . . . . . .    27
TRANSACTION OF OTHER BUSINESS . . . . . . . . . . . . . . . . . . . .    27
STOCKHOLDER PROPOSALS TO BE PRESENTED AT NEXT ANNUAL MEETING. . . . .    27



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                                  PROXY STATEMENT

                          1998 ANNUAL STOCKHOLDERS MEETING
                                          
                                          
                                 ROSS STORES, INC.
                                8333 CENTRAL AVENUE
                              NEWARK, CALIFORNIA 94560
                                   (510) 505-4400



                                 PROXY SOLICITATION
                                          

     The accompanying Proxy is solicited by the management of Ross Stores, Inc.,
a Delaware corporation (the "company"), for use at the Annual Meeting of
Stockholders to be held on Thursday, May 28, 1998, at 11:00 a.m. PDT, or any
adjournment thereof, at which stockholders of record at the close of business on
April 3, 1998, shall be entitled to vote.  The meeting will be held at the
company's corporate offices located at 8333 Central Avenue, Newark, California.

     The date of this Proxy Statement is April 24, 1998, the date on which this
Proxy Statement and the accompanying Proxy was first sent or given to
stockholders.  The Annual Report to Stockholders for the fiscal year ended
January 31, 1998, including financial statements, is enclosed with this Proxy
Statement.

     The purpose of this Proxy Statement is to provide the company's
stockholders with certain information regarding the company and its management
and to provide summaries of the matters to be voted upon at the Annual Meeting
of Stockholders.  The stockholders will be asked to (i) elect three Class III
directors to serve a three-year term; (ii) approve an increase in the share
reserve of the company's 1992 Stock Option Plan by 2,300,000 shares; (iii) amend
the Certificate of Incorporation to increase the number of authorized shares of
common stock from 100,000,000 to 170,000,000; and (iv) ratify the appointment of
Deloitte & Touche LLP as the company's independent certified public accountants
for the fiscal year ending January 30, 1999.

     The company had outstanding, on April 3, 1998, 47,950,192 shares of common
stock, par value $0.01, all of which are entitled to vote with respect to all
matters to be acted upon at the meeting.  Each stockholder is entitled to one
vote for each share of stock held by him or her.  The company's Bylaws provide
that a majority of all shares entitled to vote, whether present, in person or by
proxy, will constitute a quorum for the transaction of business at the Annual
Meeting.  For ten days prior to the Annual Meeting, the company's stockholder
list is available for viewing by the stockholders for any purpose related to the
Annual Meeting during ordinary business hours at the company's principal place
of business located at 8333 Central Avenue, Newark, California.

     Any Proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before it is exercised by filing with the Secretary of the
company an instrument revoking it, by presenting at the meeting a duly executed
Proxy bearing a later date or by attending the meeting and voting in person.


                                       1

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            STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table contains information as of April 3, 1998 (except for
the institutional investors as noted in footnote (2)) regarding the ownership of
the common stock of the company by (i) all persons who, to the knowledge of the
company, were the beneficial owners of 5% or more of the outstanding shares of
common stock of the company, (ii) each director and each of the executive
officers named in the Summary Compensation Table, and (iii) all executive
officers and directors of the company as a group.  Common stock is the only
issued and outstanding equity security of the company.


<TABLE>
<CAPTION>
          NAME OF BENEFICIAL OWNER AND                 AMOUNT AND NATURE OF           PERCENT OF COMMON
          THE DIRECTORS AND EXECUTIVE OFFICERS         BENEFICIAL OWNERSHIP  (1)      STOCK OUTSTANDING
          ------------------------------------         --------------------           -----------------
<S>                                                    <C>                            <C>         
          FMR Corp.                                                5,262,900 (2)                 11.05%
          82 Devonshire Street
          Boston, MA  02109

          First Pacific Advisors                                   2,628,300 (2)                  5.50%
          11400 W. Olympic Blvd., Ste. 1200                                                            
          Los Angeles, CA  90064                                                                       

          Michael Balmuth                                            307,238 (3)                      *

          Stuart G. Moldaw                                             2,000 (4)                      *

          Norman A. Ferber                                             2,000 (5)                      *

          George P. Orban                                            381,004 (6)                      *

          Philip Schlein                                               8,000 (7)                      *

          Donald H. Seiler                                           161,420 (8)                      *

          Donna L. Weaver                                             36,000 (9)                      *

          Melvin A. Wilmore                                          268,665 (10)                     *

          Barry S. Gluck                                             130,863 (11)                     *

          Irene A. Jamieson                                           93,529 (12)                     *

          Barbara Levy                                               111,487 (13)                     *

          All executive officers and directors as a                1,721,211 (14)                 3.55%
          group (15 persons, including the executive                 
          officers and directors named above)                       
</TABLE>


_____

*Less than 1%


                                       2

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(1)  To the knowledge of the company, the persons named in the table have sole
     voting and investment power with respect to all shares of common stock
     shown as beneficially owned by them, subject to community property laws
     where applicable and the information contained in the footnotes to this
     table.

(2)  Information is as of December 31, 1997, pursuant to the Schedule 13G filed 
     with the Securities and Exchange Commission, a copy of which was sent to 
     the company.

(3)  Mr. Balmuth.  Includes immediately exercisable options to purchase 101,665
     shares of the company's common stock.  Also includes 205,000 shares of the
     company's common stock that were granted under the company's 1988
     Restricted Stock Plan and remain subject to vesting.

(4)  Mr. Moldaw.  Includes options to purchase 2,000 shares of the company's
     common stock exercisable within 60 days of April 3, 1998.

(5)  Mr. Ferber.  Immediately exercisable options to purchase 2,000 shares of
     the company's common stock.

(6)  Mr. Orban.  Includes 333,204 shares held in the name of Orban Partners and
     9,800 shares held indirectly by Mr. Orban for his minor children. 
     Mr. Orban, a director of the company, is a general partner and managing
     partner of Orban Partners.  Also includes options to purchase 38,000 shares
     of the company's common stock exercisable within 60 days of April 3, 1998.

(7)  Mr. Schlein.  Includes options to purchase 8,000 shares of the company's
     common stock exercisable within 60 days of April 3, 1998.

(8)  Mr. Seiler.  Includes options to purchase 12,000 shares of the company's
     common stock exercisable within 60 days of April 3, 1998.

(9)  Ms. Weaver.  Includes options to purchase 30,000 shares of the company's
     common stock exercisable within 60 days of April 3, 1998.

(10) Mr. Wilmore.  Includes immediately exercisable options to purchase 101,665
     shares of the company's common stock.  Also includes 167,000 shares of the
     company's common stock that were granted under the company's 1988
     Restricted Stock Plan and remain subject to vesting.

(11) Mr. Gluck.  Includes immediately exercisable options to purchase 80,038
     shares of the company's common stock.  Also includes 50,000 shares of the
     company's common stock that were granted under the company's 1988
     Restricted Stock Plan and remain subject to vesting.

(12) Ms. Jamieson.  Includes immediately exercisable options to purchase 39,999
     shares of the company's common stock.  Also includes 50,000 shares of the
     company's common stock that were granted under the company's 1988
     Restricted Stock Plan and remain subject to vesting.

(13) Ms. Levy.  Includes immediately exercisable options to purchase 39,333
     shares of the company's common stock.  Also includes 70,000 shares of the
     company's common stock that were granted under the company's 1988
     Restricted Stock Plan and remain subject to vesting.

(14) Includes 575,423 shares subject to outstanding options held by directors
     and executive officers which were exercisable at April 3, 1998 or within 60
     days thereof.  Also includes 628,500 shares of the company's common stock
     granted to executive officers under the company's Restricted 1988 Stock 
     Plan, all of which remain subject to vesting.


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               INFORMATION REGARDING NOMINEES AND INCUMBENT DIRECTORS

     The Certificate of Incorporation and the Bylaws of the company provide that
the number of members of the Board of Directors of the company (the "Board") may
be fixed from time to time exclusively by the Board and that the directors shall
be divided into three classes as nearly equal in number as possible.  The term
of office of each class of directors is three years and the terms of office of
the three classes overlap.  The Board of Directors presently consists of eight
members with the Class II directors having one vacant seat which the Board
intends to fill.  The three Class III directors to be elected at the 1998 Annual
Meeting are being elected to hold office until the 2001 Annual Meeting and until
their successors shall have been elected and qualified.  Proxies cannot be voted
for more than three nominees.

     The following table indicates the name, age, business experience, principal
occupation and term of office of each nominee and of each director of the
company whose term of office as a director will continue after the Annual
Meeting.


<TABLE>
<CAPTION>
                                     PRINCIPAL POSITION                             DIRECTOR
                                   DURING LAST FIVE YEARS                      AGE   SINCE
                                   ----------------------                      ---   -----
NOMINEES FOR ELECTION AS CLASS III DIRECTORS FOR TERMS EXPIRING IN 2001
<S>                         <C>                                                <C>  <C>
     Philip Schlein         Partner of U.S. Venture Partners since April        63   1987
                            1985. From January 1974 to January 1985,
                            Mr. Schlein was Chief Executive Officer of Macy's
                            California.  Director of ReSound Corp., Burnham
                            Pacific and Quick Response Services.

     Norman A. Ferber       Consultant to the company since September 1996.     49   1987
                            Chairman of the Board since March 1993; Chief
                            Executive Officer of the company from March 1993
                            through August 1996; President and Chief
                            Executive Officer from January 1988 to March
                            1993;  President and Chief Operating Officer from
                            February 1987 to January 1988.  Prior to February
                            1987, Mr. Ferber was Executive Vice President,
                            Merchandising, Marketing, and Distribution of the
                            company.

     Melvin A. Wilmore      President and Chief Operating Officer of the        52   1993
                            company since March 1993; from December 1991 to
                            March 1993, Executive Vice President and Chief
                            Operating Officer.  From October 1989 to December
                            1991, President and Chief Operating Officer of
                            Live Specialty Retail, a division of LIVE
                            Entertainment, Inc.  From March 1988 to June
                            1989, President and General Partner of Albert's
                            Hosiery and Bodywear.  Director of Egghead.com,
                            Inc.
</TABLE>

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<TABLE>
<CAPTION>
                                     PRINCIPAL POSITION                             DIRECTOR
                                   DURING LAST FIVE YEARS                      AGE   SINCE
                                   ----------------------                      ---   -----
INCUMBENT CLASS I DIRECTORS WITH TERMS EXPIRING IN 1999
<S>                        <C>                                                 <C>  <C>
     Stuart G. Moldaw      Consultant to the company.  Chairman Emeritus of     71   1982
                           the company since March 1993.  From August 1982
                           until March 1993, Chairman of the Board and, from
                           February 1987 until January 1988, Chief Executive
                           Officer of the company.  Until February 1990,
                           general partner of U.S. Venture Partners. Chairman
                           of the Board of Gymboree Corporation.

     George P. Orban       Chairman of the Board and Chief Executive Officer    52   1982
                           of Egghead.com, Inc. since January 1997.  Managing
                           partner of Orban Partners, a private investment
                           company, since May 1984.

     Donald H. Seiler      Founder and senior partner of Seiler and Company,    69   1982
                           Certified Public Accountants.  Mr. Seiler is a
                           Certified Public Accountant.  Director of Mid-
                           Peninsula Bancorp and Greater Bay Bancorp.

INCUMBENT CLASS II DIRECTORS WITH TERMS EXPIRING IN 2000

     Donna L. Weaver       Chairman of Weaver, Field & London, Inc., an         54    1986
                           investor relations and corporate communications
                           firm.  Director of Crown Vantage, Inc. and Hancock
                           Fabrics, Inc.

     Michael Balmuth       Vice Chairman of the Board and Chief Executive       47    1996
                           Officer of the company since September 1996; from
                           July 1993 through August 1996, Executive Vice
                           President, Merchandising; and from November, 1989
                           through June, 1993, Senior Vice President
                           Merchandising.  
</TABLE>


     During fiscal 1997, the Board of Directors held seven meetings.  No member
of the Board of Directors attended fewer than 75% of the total number of Board
meetings and each Committee member attended 100% of the applicable Committee
meetings held during the year. The company has an Audit Committee, a
Compensation Committee and a Nominating Committee.

     AUDIT COMMITTEE.  During fiscal 1997, Messrs. Seiler and Orban and
Ms. Weaver served as members of the Audit Committee, which held three meetings. 
Mr. Seiler is chairman of the Audit Committee.  The functions of the Audit
Committee include recommending the independent accountants to the Board of
Directors; reviewing and approving the planned scope of the annual audit;
proposed fee arrangements and the results of the annual audit; reviewing the
activities of the internal auditors; reviewing the adequacy of accounting and
financial controls; and reviewing the independence of the independent
accountants.

     COMPENSATION COMMITTEE.  During fiscal 1997, Messrs. Orban and Schlein
served as members of the Compensation Committee, which held one meeting in
March.  Mr. Orban is chairman of the Compensation Committee.  The Compensation
Committee is responsible for establishing and administering the policies that
govern the compensation of all executive officers of the company, including the
Chief Executive Officer.  The Committee evaluates the performance of the
executive officers and makes recommendations concerning their cash and equity
compensation levels.  The Committee administers the company's (i) Incentive
Compensation Plan and determines the performance 


                                       5

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goals under that plan, and (ii) the 1992 Stock Option Plan.  Decisions by the 
Compensation Committee relating to the compensation of the company's 
executive officers are reviewed and ratified by the full Board of Directors.
     
     NOMINATING COMMITTEE.  During fiscal 1997, Messrs. Orban, Schlein and
Seiler and Ms. Weaver served as members of the Nominating Committee.  The
Nominating Committee is primarily responsible for evaluating the qualifications
of and making recommendations concerning potential new director nominees to the
company's Board of Directors.  Stockholders who wish to submit names of
prospective nominees for consideration by the Nominating Committee should do so
in writing to the office of the Secretary of the company in accordance with the
Bylaws of the company.  The last day for submissions for next year's meeting
will be December 28, 1998.  The Nominating Committee did not meet during fiscal
1997.

     Information concerning the executive officers of the company is set forth
in the company's Annual Report on Form 10-K for the fiscal year ended January
31, 1998.


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                        COMPENSATION AND OTHER TRANSACTIONS
                            WITH OFFICERS AND DIRECTORS

SUMMARY COMPENSATION TABLE

     The following table provides certain summary information concerning 
compensation paid or accrued by the company to or on behalf of the company's 
Chief Executive Officer and each of the four other most highly compensated 
executive officers of the company for the 1997, 1996 and 1995 fiscal years.


<TABLE>
<CAPTION>
                                                                                         LONG-TERM COMPENSATION
                                                      ANNUAL COMPENSATION                        AWARDS
                                       -----------------------------------------------  ------------------------
                                                                                                      Securities
                                                                             Other      Restricted       Under-    All Other
                                                                             Annual       Stock          lying      Compen-
         Name and                                  Salary (1)  Bonus (2)  Compensation  Awards (3)      Options     sation (4)
         Principal Position            Year          ($)         ($)          ($)          ($)            (#)         ($)
         ---------------------------------------------------------------------------------------------------------------------
<S>                                    <C>         <C>         <C>        <C>          <C>            <C>          <C>
         MICHAEL BALMUTH               1997        $628,667    $632,000       $2,078   $2,070,000        50,000     $8,447
         Vice Chairman of the Board &  1996        $522,750    $584,000           $0     $542,500        50,000     $6,993
         Chief Executive Officer       1995        $427,333    $404,100       $7,980     $788,750        40,000     $7,033
                                                                                     
                                                                                     
         MELVIN A. WILMORE             1997        $623,833    $628,000       $3,970   $2,070,000        50,000     $4,925
         President &                   1996        $537,750    $564,000       $2,198     $434,000        50,000     $4,688
         Chief Operating Officer       1995        $477,333    $489,000       $1,773     $847,500        60,000     $4,625
                                                                                     
                                                                                     
         BARRY S. GLUCK                1997        $358,417    $318,400       $4,848     $517,500        16,000     $6,035
         Senior Vice President &       1996        $332,167    $268,400         $969     $488,250        24,000     $5,875
         General Merchandising         1995        $288,167    $191,400       $4,523      $70,500        20,000     $6,356
         Manager                                                                     
                                                                                     
         IRENE A. JAMIESON             1997        $355,750    $317,600       $2,513     $258,750        16,000     $4,913
         Senior Vice President &       1996        $309,500    $267,600       $2,397     $461,125        24,000     $4,650
         General Merchandising         1995        $250,000    $190,000       $2,655     $199,750        50,000     $4,533
         Manager                                                                     
                                                                                     
         BARBARA LEVY                  1997        $356,417    $316,800       $2,305     $258,750        16,000     $5,182
         Senior Vice President &       1996        $330,167    $266,800       $2,957     $447,563        24,000     $4,644
         General Merchandising         1995        $288,167    $191,400         $466     $146,875        40,000     $4,512
         Manager
</TABLE>


(1)  Includes all payments of salary and deferred compensation consisting of
     employee contributions to the Ross Stores, Inc. Employees' Profit Sharing
     Retirement Plan, a qualified plan under Sections 401(a) and 401(k) of the
     Internal Revenue Code of 


                                       7

<PAGE>
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     1986, as amended (the "401(k) Plan") and the Ross Stores, Inc. Non-
     Qualified Deferred Compensation Plan (the "Deferred Compensation Plan"),
     described in footnote 4 below.

(2)  Includes all payments made to those executive officers listed in the above
     Table under the company's Incentive Compensation Plan as described in the
     Compensation Committee Report below.  The following bonuses were paid
     outside of the Incentive Compensation Plan: (i)  Mr. Balmuth: the amount
     paid in 1996 includes a discretionary bonus of $58,400 which reflects his
     change in position; (ii)  Mr. Gluck: the amount paid in 1997 includes a
     discretionary bonus of $30,000; (iii)  Ms. Jamieson: the amounts paid in
     1995 and 1997 includes a discretionary bonus of $25,000 and $30,000,
     respectively; and (iv)  Ms. Levy: the amount paid in 1997 includes a
     discretionary bonus of $30,000.

(3)  Under the terms of his Restricted Stock Agreement, dated March 16, 1995,
     Mr. Balmuth was granted 30,000 shares of common stock that vest as follows:
     10,000 shares on March 16, 1997 and 20,000 shares on March 16, 1998.  Under
     the terms of his Restricted Stock Agreement, dated July 28, 1995, 
     Mr. Balmuth was granted 100,000 shares of common stock that vest as 
     follows: 50,000 shares on February 1, 1996, 20,000 shares on February 1, 
     1997, and 30,000 shares on February 1, 1998.  Under the terms of his 
     Restricted Stock Award, dated March 19, 1996, Mr. Balmuth was granted 
     40,000 shares of common stock, that vest as follows: 20,000 shares each 
     on March 19th of 1998 and 1999.  Under the terms of his Restricted Stock 
     Agreement, dated March 20, 1997, Mr. Balmuth was granted 80,000 shares 
     that vest as follows: 50,000 shares on March 20, 1999 and 30,000 shares 
     that vest on March 20, 2000.  Under the terms of his Restricted Stock 
     Agreement, dated March 16, 1995, Mr. Wilmore was granted 40,000 shares of 
     common stock, that vest as follows: 20,000 shares each on March 16th of 
     1997 and 1998.  Under the terms of his Restricted Stock Grant Agreement, 
     dated July 28, 1995, Mr. Wilmore was granted 100,000 shares of common 
     stock that vest as follows: 30,000 shares on February 1, 1996, 20,000 
     shares on February 1, 1997 and 50,000 shares on February 1, 1998. Under 
     the terms of his Restricted Stock Agreement, dated March 20, 1997, 
     Mr. Wilmore was granted 80,000 shares of common stock that vest as 
     follows:  40,000 shares each on March 20th of 1999 and 2000.  Under the 
     terms of his Restricted Stock Agreement, dated March 16, 1995, Mr. Gluck 
     was granted 12,000 shares of common stock that vested on March 16, 1997.  
     Under the terms of his Restricted Stock Agreement, dated March 19, 1996, 
     Mr. Gluck was granted 36,000 shares of common stock that vest as follows: 
     18,000 shares each on March 19th of 1998 and 1999.   Under the terms of 
     her Restricted Stock Agreement, dated March 16, 1995, Ms. Jamieson was 
     granted 34,000 shares of common stock that vest as follows: 14,000 shares 
     on March 16, 1997 and 20,000 shares on March 16, 1998.  Under the terms 
     of her Restricted Stock Agreement, dated March 19, 1996, Ms. Jamieson was 
     granted 34,000 shares of common stock that vest as follows: 10,000 shares 
     on March 19, 1998 and 24,000 shares on March 19, 1999. Under the terms of 
     her Restricted Stock Agreement, dated March 16, 1995, Ms. Levy was 
     granted 25,000 shares of common stock that vest as follows: 20,000 shares 
     on March 16, 1997 and 5,000 shares on March 16, 1998.  Under the terms of 
     her Restricted Stock Agreement, dated March 19, 1996, Ms. Levy was 
     granted 33,000 shares of common stock that vest as follows: 5,000 shares 
     on March 19, 1998 and 28,000 shares on March 19, 1999.  At January 31, 
     1998, unvested shares of restricted stock were held by: Mr. Balmuth, 
     250,000 shares with a market value of $8,125,000; Mr. Wilmore, 212,000 
     shares with a market value of $6,890,000; Mr. Gluck, 56,000 shares with a 
     market value of $1,820,000; Ms. Jamieson, 64,000 shares with a market 
     value of $2,080,000; and Ms. Levy, 68,000 shares with a market value of 
     $2,210,000.  Dividends are payable to all holders of restricted stock at 
     the same rate as paid to all stockholders.

(4)  The company's 401(k) Plan provides that eligible employees generally may
     contribute by authorizing a pre-tax payroll deduction of a minimum of 1%
     and a maximum of 15% of their base salary compensation.  The Deferred
     Compensation Plan, in addition to the 401(k) Plan, allows eligible
     employees to contribute by authorizing a pre-tax payroll deduction of a
     percentage of their salary -- up to 100%.  For every dollar that an
     eligible employee contributes through payroll withholding either to the
     401(k) Plan or the Deferred Compensation Plan, up to a maximum of 3% of
     compensation for both Plans combined, the company also contributes one
     dollar.  The employer contribution to the 401(k) Plan vests after the
     employee's third year of employment.  The employer contribution to the
     Deferred Compensation Plan vests immediately.  The amounts listed for 1997,
     1996 and 1995 for Messrs. Balmuth, Wilmore and Gluck and Ms. Levy and 
     Ms. Jamieson consist of company contributions made for the account of 
     executive officers under the company's 401(k) Plan and/or the Deferred 
     Compensation Plan.



                                       8

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OPTION GRANTS IN LAST FISCAL YEAR

The following table contains information with respect to the named executive
officers concerning the grant of stock options under the company's 1992 Stock
Option Plan during fiscal 1997  There are no provisions under the terms of this
Plan for the granting of Stock Appreciation Rights (SARs).


<TABLE>
<CAPTION>
                                                              Individual Grants
                                                ----------------------------------------------
                                                             % of Total
                                                Number of     Options                                  Potential Realizable
                                                Securities   Granted to  Exercise                    Value at Assumed Annual
                                                Underlying   Employees    or Base               Rates of Stock Price Appreciation
                                                 Options     in Fiscal    Price     Expiration         for Option Term (4)
        Name and                                 Granted       Year       ($/Sh)       Date     ----------------------------------
        Principal Position                         (1)           (2)        (1)         (3)        0%         5%          10%
        --------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>          <C>         <C>        <C>        <C>     <C>           <C>
        MICHAEL BALMUTH                          50,000       4.91%     $25.8750     3/20/07     $0      $813,632       $2,061,904
        Vice Chairman of the Board & Chief                                                                           
        Executive Officer                                                                                            
                                                                                                                     
        MELVIN A. WILMORE                        50,000       4.91%     $25.8750     3/20/07     $0      $813,632       $2,061,904
        President &                                                                                                  
        Chief Operating Officer                                                                                      
                                                                                                                     
        BARRY S. GLUCK                           16,000       1.57%     $25.8750     3/20/07     $0      $260,362        $659,809
        Senior Vice President & General                                                                              
        Merchandising Manager                                                                                        
                                                                                                                     
        IRENE A. JAMIESON                        16,000       1.57%     $25.8750     3/20/07     $0      $260,362        $659,809
        Senior Vice President & General                                                                              
        Merchandising Manager                                                                                        
                                                                                                                     
        BARBARA LEVY                             16,000       1.57%     $25.8750     3/20/07     $0      $260,362        $659,809
        Senior Vice President & General                                                                              
        Merchandising Manager                                                                                        
        --------------------------------------------------------------------------------------------------------------------------
        All Stockholders                          N/A          N/A         N/A         N/A       $0   $810,970,728  $2,055,170,997
        --------------------------------------------------------------------------------------------------------------------------
                                                                                                                     
        Named executive officers' gain as a 
        percent of all stockholders' gain         N/A          N/A         N/A         N/A       0%       0.30%           0.30%
</TABLE>

                                       9

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(1)  All options listed in the above table were granted on March 20, 1997, with
     an exercise price equal to the fair market value of the company's common
     stock as determined by the closing price on the date of grant.  The stock
     option grants made in fiscal 1997 to those executive officers listed above
     vest monthly in increments that increase annually over a three year period
     from the date of grant.  The Board of Directors has the ability to change
     the terms of outstanding options.  See "Employment Contracts, Termination
     of Employment and Change-In-Control Arrangements".

(2)  A total of 1,018,650 shares were granted in the form of non-qualified stock
     options during fiscal 1997 to all participants in the 1992 Stock Option
     Plan.  No incentive stock options were granted during 1997.

(3)  All non-qualified stock option grants made under the 1992 Stock Option Plan
     are made for a term of ten years from the date of grant.

(4)  The dollar amounts under these columns are the result of calculations at 0%
     and at the assumed 5% and 10% rates mandated by the Securities and Exchange
     Commission and, therefore, are not intended to forecast possible future
     appreciation, if any, of the company's stock price.  The company did not
     use an alternative formula for a grant date valuation, as the company is
     not aware of any formula which will determine with reasonable accuracy a
     present value based on future unknown or volatile factors.  No gain to the
     optionees is possible without an increase in stock price, which will
     benefit all stockholders commensurably.  A zero percent gain in stock price
     will result in zero dollars for the optionee.  Appreciation in stockholder
     value is based on the same rates of appreciation as shown for those options
     granted to executive officers and assumes each outstanding share at April
     4, 1997, the last trading day of the fiscal month in which the option
     grants in the above table were made, was valued at $26.00, the closing
     price of Ross Stores, Inc.'s common stock.


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AGGREGATED OPTION EXERCISES AND YEAR-END VALUE TABLE

     The following table provides information with respect to the named
executive officers concerning the exercise of stock options during the last
fiscal year and unexercised options held as of the end of last fiscal year.


<TABLE>
<CAPTION>

                                               Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values
                                               ------------------------------------------------------------------------
                                                                                     Number of 
                                                                                     Securities
                                                                                     Underlying
                                                                                     Unexercised    Value of Unexercised
                                                                                     Options at         In-the-Money
                                                                                   Fiscal Year-En        Options at
                                                                                       (#)            Fiscal Year-End 
                                                 Number of                           Exercisable/            ($)
           Name and                           Shares Acquired                       Unexercisable       Exercisable/
           Principal Position                   on Exercise    Value Realized (1)        (2)          Unexercisable (3)
           -------------------------------------------------------------------------------------------------------------
<S>                                           <C>              <C>                 <C>              <C>
           MICHAEL BALMUTH                        52,225          $1,033,040          74,861/0            $904,651/0
           Vice Chairman of the Board &
           Chief Executive Officer

           MELVIN A. WILMORE                      54,726          $1,165,402          75,834/0            $944,437/0
           President &
           Chief Operating Officer

           BARRY S. GLUCK                         35,000            $778,318          73,038/0          $1,509,004/0
           Senior Vice President & General
           Merchandising Manager

           IRENE A. JAMIESON                      58,862          $1,316,676          55,502/0          $1,014,238/0
           Senior Vice President & General
           Merchandising Manager

           BARBARA LEVY                           34,224            $807,936          32,668/0            $447,280/0
           Senior Vice President & General
           Merchandising Manager
</TABLE>


(1)  The value realized on exercise of the stock option is the difference
     between the exercise price of the shares exercised and the fair market
     value of the shares on the date of exercise.
     
(2)  All options granted under the terms of the company's 1992 Stock Option 
     Plan are exercisable in full as of the date of grant, but any shares 
     acquired are subject to certain vesting restrictions.  Under the terms 
     of the stock option agreements, the company has the right to repurchase 
     all unvested shares at the optionee's exercise price upon termination of 
     the optionee's employment with the company.  A portion of the 
     exercisable shares shown in the Table above are unvested and subject to 
     the right of repurchase by the company if exercised before fully vested. 
     
(3)  The value of unexercised in-the-money options at the end of the fiscal 
     year is calculated by multiplying the number of exercisable in-the-money 
     shares by the difference between the closing price ($32.50) of Ross 
     Stores, Inc.'s common stock on January 30, 1998 (the last trading date 
     of the fiscal year), as reported on the NASDAQ National Market and the 
     exercise price per share of the shares.  A portion of the shares subject 
     to these options are unvested and subject to repurchase provisions as 
     described in footnote (2) above.

                                       11

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                BOARD OF DIRECTORS COMPENSATION COMMITTEE REPORT
                           ON EXECUTIVE COMPENSATION

     The Compensation Committee of the Board of Directors (the "Committee"),
which consists of two independent outside directors, establishes and administers
the policies that govern the compensation of all executive officers of the
company.  The Committee considers the performance of the executive officers and
makes recommendations concerning their compensation levels.  All decisions by
the Committee relating to the compensation of the company's executive officers
are reviewed and approved by the full Board of Directors.  The Board of
Directors did not revise or make any modifications to the Committee's
recommendations concerning executive officer compensation during the last fiscal
year.  

COMPENSATION PHILOSOPHY

     The company's compensation policies aim to align the financial interests of
the company's management with those of its stockholders.  The company's
executive compensation philosophy also seeks to integrate executive pay with the
long-term strategic objectives of the company, recognize individual initiative
and achievements and assist the company in attracting, motivating and retaining
a group of high-performing executives.   

     Compensation for the company's executive officers, including those
individuals named in the previous Tables, consists of the following elements: 
base salary, annual incentive bonus, restricted stock granted under the 1988
Restricted Stock Plan, stock options granted under the 1992 Stock Option Plan
and other benefits typically offered to corporate executives.  A majority of the
total potential compensation for the company's executive officers is in the form
of annual incentive bonuses and stock plan awards that may vary in value
according to the company's achievement of its strategic objectives in addition
to those motivational and retentive factors deemed necessary and appropriate by
the Committee.  The Committee believes that the components of the total
compensation program for executives outlined in this report work together to
enable the company to attract, motivate and retain the executive talent
necessary to successfully execute the company's strategies over the long term in
a challenging environment for apparel retailers. 


SECTION 162(m) OF THE INTERNAL REVENUE CODE OF 1986

     It is the Committee's policy to seek to qualify executive compensation for
deductibility under Section 162(m) of the Internal Revenue Code of 1986 to the
extent consistent with the company's overall objectives in attracting,
motivating and retaining its executives.  The Committee has reviewed the
company's executive compensation structure in light of the current tax law.  The
Committee believes that compensation resulting from grants made under the 1992
Stock Option Plan will be fully deductible when an option is exercised.  The
Committee also believes that payments under the Incentive Compensation Plan will
be fully deductible.  Grants under the company's 1988 Restricted Stock Plan do
not qualify as performance-based compensation and, therefore, may not be fully
deductible to the extent the vesting of restricted stock, when added to other
non-exempt compensation for a particular executive, exceeds the $1 million limit
in any tax year.  The Committee has concluded that amending the Restricted Stock
Plan to comply with the requirements for performance-based compensation under
Section 162(m) would weaken the company's efforts to recruit and retain key
executives over the long term.

EXECUTIVE OFFICERS' 1997 COMPENSATION

     SALARY.  Base salaries for executive officers are initially determined by
competitive requirements to recruit the executive.  Salaries are then reviewed
annually with recommended adjustments made based upon the individual performance
of each executive officer and his/her relative contribution in achieving the
company's strategic goals.  During 1997, the average merit increase in base
salaries for all executive officers as a group was 6.7%.


                                       12

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     ANNUAL INCENTIVE BONUS.  The company's Incentive Compensation Plan was
adopted by the Board of Directors, effective May 1987, and is designed to allow
management to share in the company's success based on the company's attainment
of varying levels of pre-tax earnings.  At the commencement of each fiscal year,
the Committee determines the incentive awards payable at varying levels of pre-
tax earnings achieved by the company.  Such awards are expressed as a percentage
of year-end base salary and are payable in the form of cash bonuses after fiscal
year-end pursuant to this formula.  Potential awards range from 0% to 100% of
executive officers' base salaries, based on the actual level of pre-tax earnings
achieved each year relative to the targeted goal, as well as the position of the
executive officer.

     The Incentive Compensation Plan for 1997 provided for awards to executive
officers that, at the targeted pre-tax earnings goal, ranged from 35% to 65% of
base salary.  During fiscal 1997, the company exceeded its targeted pre-tax
earnings goal.  Total payments made under the Plan for fiscal 1997 to all
executive officers as a group represented approximately 82% of their total
salaries as a group.  Actual awards over the last three fiscal years have ranged
from 58% to 100% of the executive officers' base salaries.

     STOCK AWARD PROGRAMS.  The company's stock award programs consist of the
1988 Restricted Stock Plan ( "Restricted Stock Plan" ) and the 1992 Stock Option
Plan ( "Option Plan" ).  A majority of the members of the Board are not
employees of the company and are therefore not eligible to receive awards under
either the Restricted Stock Plan or the Option Plan.  The Restricted Stock Plan
and the Option Plan were established with two important objectives: (i) to align
the financial interests of the company's stockholders and the executive officers
by providing incentives that focus management's attention on the successful
long-term strategic management of the business and appreciation in stockholder
value; and (ii) to recruit, motivate and retain a high-performing group of
senior and middle managers.

     The Committee makes recommendations to the Board of Directors concerning
the granting of awards to executive officers from both the Restricted Stock Plan
and the Option Plan.  The levels of stock awards granted to executive officers
under the Option Plan are based on the following factors: the executive
officer's position, past and expected future contributions to the achievement of
the company's strategic objectives, existing stock ownership position and the
level of previous stock awards.  Each member of the Committee individually
weighs the above factors and then the Committee reaches a consensus as to what
the awards should be.  The levels of stock awards granted to executive officers
under the Restricted Stock Plan are determined primarily by the retentive value
of the grant necessary to retain key executives over the long term and to
protect the company against outside offers of employment to key individuals, as
well as the factors listed for stock option awards.  The officers must satisfy
vesting requirements in order to retain the stock.

     All stock option awards are granted with an exercise price that is the fair
market value of the company's common stock on the date of grant.  These awards
provide value to the executive officers only when and to the extent that the
value of the company's common stock appreciates over the value on the date of
grant.  All awards made in fiscal 1997 to executive officers under the Option
Plan have a term of ten years and vest monthly in progressively increasing
annual increments over a three year period.  Unless otherwise specified in the
stock option agreement, all options are immediately exercisable, subject to the
company's right to repurchase unvested shares at the optionee's exercise price.

CHIEF EXECUTIVE OFFICER'S 1997 COMPENSATION

     A majority of the total potential compensation for Michael Balmuth, the
company's Chief Executive Officer, is in the form of an annual incentive bonus
and stock plan awards that may vary in value according to the company's
achievement of its strategic objectives, in addition to those motivational and
retentive factors deemed necessary and appropriate by the Committee, which are
discussed below.  Mr. Balmuth's 1997 incentive bonus and stock award
compensation were earned under the same plans made available to all executive
officers, as discussed above.


                                       13

<PAGE>
                                PRELIMINARY COPIES


     SALARY.  Mr. Balmuth's base salary is established by the terms of his
employment agreement entered into with the company on February 1, 1995, as
amended, which extends through February 3, 2000, unless earlier extended, re-
negotiated or terminated by the parties.  It provided for an annual salary of
not less than $575,000.  Mr. Balmuth's 1997 annual base salary of $632,000
represented a 8.2% increase over his 1996 base salary.  (See " Employment
Contracts, Termination of Employment and Change-In-Control Arrangements" for
further discussion of Mr. Balmuth's employment agreement.)

     BONUS.  The annual incentive bonus portion of Mr. Balmuth's compensation
was based on the company's achievement of targeted pre-tax earnings, as
established by the Committee.  During fiscal 1997, the company exceeded its
targeted pre-tax earnings goal.  Mr. Balmuth received a bonus of $632,000 for
1997, which equaled 100% of his salary at year-end.

     STOCK AWARDS.  Mr. Balmuth received awards totaling 80,000 shares of
restricted stock during 1997.  During 1997, Mr. Balmuth received options under
the Option Plan for 50,000 shares of common stock with an exercise price of
$25.875, the closing price on the date of grant.  The equity grants made to 
Mr. Balmuth were based primarily on the equity value deemed necessary, in the 
Committee's and Board of Directors' judgment, to ensure retention of 
Mr. Balmuth over the vesting period of these shares.  Secondary 
considerations, all relatively equal in weight, in determining the size of 
his 1997 equity grants, were his past and expected future contributions to 
the achievement of the company's strategic objectives and his existing stock 
ownership position.

                   SUBMITTED BY THE COMPENSATION COMMITTEE OF THE
                            COMPANY'S BOARD OF DIRECTORS

                    GEORGE P. ORBAN, CHAIRMAN AND PHILIP SCHLEIN


                                       14

<PAGE>
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                        STOCKHOLDER RETURN PERFORMANCE GRAPH

     Set forth below is a line graph comparing the cumulative total 
stockholder returns for the company's common stock over the last five years 
with the Standard & Poors 500 Index and the Standard & Poors Retail Composite 
Index.  The comparison graph assumes that the value of the investment in Ross 
Stores common stock and the comparative indices was $100 on January 31, 1993 
and measures the performance of this investment as of the last trading day in 
the month of January for each of the following five years.  These measurement 
dates are based on the historical month-end data available and may vary 
slightly from the company's actual fiscal year end date for each period.  
Data with respect to returns for the Standard & Poors indices is not readily 
available for periods shorter than one month.  The total return assumes the 
reinvestment of dividends. The Company began paying dividends during 1994.  
The graph is an historical representation of past performance only and is not 
necessarily indicative of future returns to stockholders.

                  COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
          AMONG ROSS STORES, INC., S&P 500 AND S&P RETAIL COMPOSITE INDEX


<TABLE>
<CAPTION>
                                         1993           1994           1995           1996           1997           1998
<S>                                      <C>            <C>            <C>            <C>            <C>            <C>
ROSS STORES                               100             60             49             93            193            308
S&P 500                                   100            113            113            157            199            252
S&P RETAIL COMPOSITE                      100             96             89             96            115            170
</TABLE>



                                      15

<PAGE>
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                             COMPENSATION OF DIRECTORS

     During the 1997 fiscal year, directors who were not employees of the 
company ("non-employee directors") received an annual retainer fee of $27,000 
(paid quarterly), plus $1,000 for attendance at each Board meeting and $500 
for attendance at each meeting of a committee of the Board.  For the 1998 
fiscal year, non-employee directors will receive an annual retainer of 
$28,000 (paid quarterly), plus $1,000 for attendance at each Board meeting 
and $500 for attendance at each Board committee meeting.  If more than one 
committee meeting is held on the same day, each committee member receives 
payment for only one committee meeting.  During the term of his consultant 
agreement, Mr. Ferber has waived his right to the outside director's fees.  
Travel expenses are reimbursed. (See " Employment Contracts, Termination of 
Employment and Change-In-Control Arrangements" for the discussion of Mr. 
Ferber's agreement.)

     Non-employee directors are eligible to receive stock options 
automatically granted under the terms of the company's 1991 Outside Directors 
Stock Option Plan (the "Directors Plan"), which is a "formula plan".  During 
the 1997 fiscal year, Messrs. Ferber, Moldaw, Orban, Schlein and Seiler and 
Ms. Weaver each were automatically granted an option to purchase 2,000 shares 
of common stock under the Directors Plan on March 18, 1997, with an exercise 
price of $26.625, which was the closing price of the company's common stock 
as reported on the NASDAQ National Market on such date. Mr. Ferber waived his 
right to receive the initial grant of 10,000 shares.  However, Mr. Ferber 
remains eligible to receive the 2,000 shares granted annually under the 
Directors Plan

     STUART G. MOLDAW.  In addition to compensation received as a Board 
member, Stuart G. Moldaw, Chairman Emeritus, receives administrative support 
and an annual fee of $80,000 for his services as consultant to the company.  
The company also pays the annual premiums of $128,560 on a split dollar life 
insurance policy, with a face value of $4 million.  In the most recent fiscal 
year, $81,430 of the premium was reported as taxable compensation to Mr. 
Moldaw and approximately $47,130 of the premium was added to the amount 
refundable to the company upon death or cancellation of the policy.  The 
company also pays the premiums of the executive medical insurance for Mr. 
Moldaw and his spouse.  (See also "Certain Transactions.")

     NORMAN A. FERBER.  In addition to compensation received as a Board 
member, the company and Norman A. Ferber, Chairman of the Board, entered into 
an employment agreement on June 1, 1995 which most recently was amended on 
November 20, 1997 (the "agreement").  The agreement extends through January 
31, 1999 ("Consultancy Termination Date").  Upon notice from Mr. Ferber, at 
specified times, the Board will consider extending the agreement for 
successive one-year periods.

     Effective September 1, 1996, Mr. Ferber ceased to be Chief Executive 
Officer and an employee of the company and was retained as a consultant to 
the company. While he serves as a consultant to the company, Mr. Ferber shall 
be paid a consulting fee of $83,333.33 per month.  At the time that Mr. 
Ferber became a consultant to the company, all of his unvested restricted 
stock and stock options became fully vested.  If, as a result of Mr. Ferber's 
status as a consultant to the company, he is (i) subject to an increased tax 
liability or (ii) ineligible to participate in any of the company's employee 
benefit plans, then the consulting fees shall be increased so that his tax 
liability is the same as when he was an employee and to enable Mr. Ferber to 
procure (to the extent available) such benefits at no additional after tax 
cost to him.

     Under the terms of the agreement, Mr. Ferber shall be paid a guaranteed 
bonus of $761,000 for fiscal 1997.  Additionally, the company, or its 
successor, will continue Mr. Ferber's benefit program including insurance 
payments and health care coverage under the company's benefit plans at no 
cost to Mr. Ferber until his death or the date of his 65th birthday, 
whichever occurs first.

     In the event (i) Mr. Ferber's consultancy involuntarily terminates due 
to disability; (ii) the company terminates his consultancy without cause and, 
in certain instances, for cause; or (iii) he resigns for good reason, Mr. 
Ferber would be entitled to continued payment of his then current consultant 
fee, including the annual bonus for fiscal 1997, through the Consultancy 
Termination Date or any extension 

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thereof; all stock options held by Mr. Ferber would become fully vested.  In 
the event there is a change-in- control of the company, Mr. Ferber would be 
entitled to continued payment of his then-current fee, including any annual 
bonus, through the Consultancy Termination Date or any extension thereof and 
all stock options held by Mr. Ferber would become fully vested.  In the event 
that Mr. Ferber provides consulting services in connection with a 
change-in-control, he shall receive a single payment of $1,500,000 upon the 
consummation of the transaction even if the consummation is after the 
expiration or termination of the agreement. Further, he would be reimbursed 
for any excise taxes paid pursuant to Internal Revenue Code Section 4999.

            COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     Mr. Orban and Mr. Schlein served on the Compensation Committee of the 
Board of Directors for the past fiscal year.  Mr. Orban is the Chairman of 
the Compensation Committee and in January 1997 became Chief Executive Officer 
of Egghead.com, Inc., in addition to being its Chairman of the Board.  Melvin 
A. Wilmore also serves on the Board of Directors of Egghead.com, Inc.

       EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
                                    ARRANGEMENTS

     MICHAEL BALMUTH.  The company and Michael Balmuth, Vice Chairman of the 
Board and Chief Executive Officer, entered into an employment agreement as of 
February 1, 1995 which most recently was amended May 19, 1997, with a term 
that currently runs through February 3, 2000 ("Employment Agreement").  Upon 
notice from Mr. Balmuth at specified times, the Board will consider extending 
the term of the Employment Agreement for successive two-year periods.  The 
Employment Agreement provides that Mr. Balmuth will receive an annual salary 
of not less than $575,000.  In the event (i) Mr. Balmuth's employment 
involuntarily terminates due to disability; (ii) the company terminates his 
employment without cause and, in certain instances, for cause; or (iii) he 
resigns for good reason, Mr. Balmuth would be entitled to continued payment 
of his then current salary, including an annual bonus, through the remaining 
term of the Employment Agreement; all stock options held by Mr. Balmuth would 
become fully vested; and he would be entitled to certain restricted stock 
shares which will be vested pro rata as of the date of his termination based 
upon vesting in equal monthly installments from the date of grant.  

     In the event there is a change-in-control of the company, the term of 
the Employment Agreement shall continue until the later of (a) the Remaining 
Term (as defined below) or (b) the expiration of any extension to the 
Employment Agreement.  Mr. Balmuth would be entitled to continued payment of 
his then current salary and annual bonus.  In addition to these payments, Mr. 
Balmuth would receive $1,500,000 per year payable with his salary for two 
years after the effective date of the change-in-control ("Remaining Term").  
Further, all restricted stock held by Mr. Balmuth would become fully vested.  
All unvested stock options would either be assumed by the acquiring or 
successor corporation or become fully vested as described below.  
Additionally, he would be reimbursed for any excise taxes paid pursuant to 
Internal Revenue Code Section 4999.

     MELVIN A. WILMORE.  The company and Melvin A. Wilmore, President and 
Chief Operating Officer, entered into an employment agreement as of March 15, 
1994 which most recently was amended May 19, 1997, with a term that currently 
runs through February 3, 2000 ("Employment Agreement").  Upon notice from Mr. 
Wilmore at specified times, the Board will consider extending the term of the 
Employment Agreement for successive two-year periods.  The Employment 
Agreement provides that Mr. Wilmore will receive an annual salary of not less 
than $550,000.  In the event (i) Mr. Wilmore's employment involuntarily 
terminates due to disability; (ii) the company terminates his employment 
without cause and, in certain instances, for cause; or (iii) he resigns for 
good reason, Mr. Wilmore would be entitled to continued payment of his then 
current salary, including an annual bonus, through the 

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remaining term of the Employment Agreement, and all stock options held by 
Mr. Wilmore would become fully vested and he would be entitled to certain 
restricted stock shares which will be vested pro rata as of the date of his 
termination based upon vesting in equal monthly installments from the date of 
grant. 

     In the event there is a change-in-control of the company, the term of 
the Employment Agreement shall continue until the later of (a) the Remaining 
Term (as defined below) or (b) the expiration of any extension to the 
Employment Agreement.  Mr. Wilmore would be entitled to continued payment of 
his then current salary and annual bonus.  In addition to these payments, Mr. 
Wilmore would receive $1,500,000 per year payable with his salary for two 
years after the effective date of the change-in-control ("Remaining Term").  
Further, all restricted stock held by Mr. Wilmore would become fully vested.  
All unvested stock options would either be assumed by the acquiring or 
successor corporation or become fully vested as described below.  
Additionally, he would be reimbursed for any excise taxes paid pursuant to 
Internal Revenue Code Section 4999.

     BARRY S. GLUCK, IRENE A. JAMIESON AND BARBARA LEVY. The company entered 
into employment agreements with its Senior Vice Presidents and General 
Merchandising Managers -- Barry S. Gluck, Irene A. Jamieson and Barbara Levy 
on March 1, 1996 and amended on September 1, 1996 and March 1, 1998.  The 
terms are the same for each employment agreement, unless otherwise noted.  
The term of each employment agreement extends through March 1, 2002.  Upon 
notice from the officer, at specified times, the Board will consider 
extending the term of the agreement for successive three-year periods.  The 
agreements with Mr. Gluck and Ms. Levy provide that each will receive an 
annual salary of not less than $330,000.  The agreement with Ms. Jamieson 
provides that she will receive an annual salary of not less than $310,000.  
In the event (i) the officer's employment involuntarily terminates due to 
disability; (ii) the company terminates his or her employment without cause 
and, in certain instances, for cause; or (iii) he or she resigns for good 
reason, the officer would be entitled to continued payment of his or her then 
current salary, including an annual bonus, through the remaining term of the 
employment agreement; all stock options held by the officer would become 
fully vested; and he or she would be entitled to certain restricted stock 
shares which are pro rata vested as of the date of his or her termination 
over the original vesting period beginning on the date of grant.

     In the event there is a change-in-control of the company, the term of 
the each officer's employment agreement shall continue until the later of (a) 
the Remaining Term (as defined below) or (b) the expiration of any extension 
to the employment agreement.  The officer would be entitled to continued 
payment of his or her then current salary and annual bonus.  In addition to 
these payments, the officer would receive $750,000 per year payable with his 
or her salary for two years after the effective date of the change-in-control 
("Remaining Term"). Further, all restricted stock held by the officer would 
become fully vested. All unvested stock options would either be assumed by 
the acquiring or successor corporation or become fully vested as described 
below.  Additionally, he or she would be reimbursed for any excise taxes paid 
pursuant to Internal Revenue Code Section 4999.

     PARTICIPANTS IN THE 1988 RESTRICTED STOCK PLAN AND 1992 STOCK OPTION 
PLAN. Under the terms of the individual agreements for all the participants 
in the company's 1988 Restricted Stock Plan and 1992 Stock Option Plan, each 
employee, including executive officers, is entitled only to those shares 
vested as of the date of termination.  However, the company's Board of 
Directors generally has the discretion to accelerate vesting or change other 
terms of an outstanding agreement.  In the event of certain merger or 
acquisition transactions which result in a change-in-control of the company, 
any unvested shares of restricted stock automatically become vested shares 
and the company's Board of Directors must either accelerate vesting of all 
outstanding stock options or arrange for the options to be assumed by the 
acquiring or successor corporation.

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                                CERTAIN TRANSACTIONS

     On February 5, 1993, the company made a relocation loan of $300,000 to 
Mr. Wilmore at an annual interest rate of 0%.  The loan, which is secured by 
a deed of trust on his home, was originally due on February 5, 1996.  
However, on January 25, 1996, the Board approved an extension of the loan for 
another three years with an annual interest rate of 5.5%.  The amount of 
principal outstanding on March 31, 1998 was $300,000. 

     The company leases one store in Roseville, California and, until June 
18, 1997, one store in Dublin, California, from entities affiliated with 
Stuart G. Moldaw, a current director.  The Roseville, California store is 
leased from a partnership in which trusts established by a former director of 
the company and Stuart G. Moldaw are partners.  Donald H. Seiler, also a 
director, is a trustee of these trusts.  In fiscal 1997, the company paid 
$262,500 in rent.  Mr. Moldaw's and his trusts' interests in the partnership 
total 40.4%.  The Dublin, California store was leased from a partnership in 
which Mr. Moldaw, trusts established by Mr. Moldaw and members of his family 
were limited partners until June 18, 1997.  From February 2, 1997 to June 18, 
1997, the company paid $73,071 in rent.  Mr. Moldaw's and his family's 
interests in the partnership totaled 86.6%.  The company believes that the 
general terms and conditions of the above leases, including the rental 
payments by the company, were made at prevailing market rates.

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                                     PROPOSAL 1
                                          
                             ELECT CLASS III DIRECTORS

     If elected, each nominee will hold office for a three-year term or until 
his successor is elected and qualified unless he resigns or his office 
becomes vacant by death, removal, or other cause in accordance with the 
Bylaws of the company.  Management knows of no reason why any of these 
nominees should be unable or unwilling to serve, but if any nominee(s) should 
for any reason be unable or unwilling to serve, the proxies will be voted for 
the election of such other person(s) for the office of director as management 
may recommend in the place of such nominee(s).

VOTE REQUIRED AND BOARD OF DIRECTORS' RECOMMENDATION

     The plurality of the votes cast by the shares of common stock present or 
represented and voting at the Annual Meeting will determine the election of 
the directors.  Abstentions and broker non-votes will be counted as present 
in determining if a quorum is present but will not affect the election of 
directors.  

- -----------------------------------------------------------------------------
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR
THE THREE NOMINEES LISTED UNDER "INFORMATION REGARDING NOMINEES AND INCUMBENT
                                DIRECTORS."
- -----------------------------------------------------------------------------

                                          
                                     PROPOSAL 2
                                          
                               1992 STOCK OPTION PLAN
                  APPROVE AMENDMENT TO INCREASE THE SHARE RESERVE 

BACKGROUND

     The Board has adopted, subject to stockholders' approval, an amendment 
to the Option Plan which increases the number of shares which may be issued 
pursuant to the exercise of options granted or to be granted under the Option 
Plan by 2,300,000 shares of Common Stock (the "Amendment").

SUPPORTING ARGUMENTS FOR INCREASING THE SHARE RESERVE FOR THE STOCK OPTION PLAN
                                          
     The Board of Directors believes that the company's Stock Option Plan has 
played a key role in enabling the company to recruit, motivate and retain an 
effective group of senior and middle level management.  The need to amend the 
Stock Option Plan has caused management and the Board of Directors to 
re-evaluate its long-term role in providing appropriate incentives to 
increase the value of the company for the benefit of its stockholders.  From 
that review, it was determined that the Stock Option Plan continues to 
deliver substantial benefits to the company and its stockholders, as 
discussed below.

     The cornerstone of the company's compensation philosophy is the 
alignment of management's financial interests with those of the stockholders. 
A significant amount of total compensation for executives is at risk in the 
form of equity-based grants, including stock options, with the goal of 
focusing management's attention on developing and implementing strategies 
that will positively affect the value of the stock over the long term.  
Further, the Stock Option Plan is a broad-based program with grants primarily 
directed to those employees who can have a meaningful effect on the company's 
performance.

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     The company's record-breaking financial results in 1997 indicate that 
this compensation strategy is working.  During the year, same store sales 
increased 10% on top of a 13% increase in 1996, and earnings per share rose 
49% to $2.35 following an 82% increase during 1996.  Driving these gains were 
unprecedented levels of operating profitability.  Earnings before taxes and 
interest as a percent of sales almost doubled from 5.2% in 1995 to 9.8% in 
1997.  
                                             
     The Board of Directors and management strongly believe that the ability 
to attract -- and more importantly retain -- what the company considers to be 
the best talent available in the off-price industry is the number one reason 
for this outstanding performance.  A key focus over the past few years has 
been the expansion and strengthening of the company's merchandising staff 
through the addition of talented merchants at every level -- management, 
buyers and assistant buyers.  Since 1992, the company has more than tripled 
the size of its buying organization, and further additions in this important 
area are planned for 1998.  

     The company's 1992 Stock Option Plan remains an important component of 
the company's overall compensation program that enables Ross to attract, 
motivate and retain the top performers necessary to compete in today's 
competitive environment for apparel retailers.  This proposal requests 
stockholder approval to increase the Stock Option Plan reserve by 2.3 million 
shares, or less than 5% of total common stock outstanding.

     The Board of Directors and management are also sensitive to potential 
dilution from the company's equity plans.  Over the past five years, the 
Board of Directors has authorized stock repurchase programs that work in 
tandem with the equity plans to enhance stockholder returns.  Buying back 
stock has helped Ross to recruit and retain the people responsible for the 
company's outstanding financial performance in recent years without unduly 
diluting current stockholders' ownership.  

     In the most recent fiscal year, the company repurchased a total of 3.0 
million shares at an aggregate cost of $98 million, which contributed to a 
1.4 million reduction in shares outstanding by the end of 1997.  
Subsequently, in January 1998, the Board of Directors authorized the 
repurchase of an additional $110 million of common stock.  This dollar amount 
represents more than 5% of existing shares outstanding based on current stock 
prices.  If completed as planned in fiscal 1998, in just one year this new 
repurchase program could more than offset the entire requested share increase 
for the Stock Option Plan.  

     The company's Board of Directors and management firmly believe that 
effective equity compensation programs have provided Ross with a key 
advantage in today's increasingly competitive environment for apparel 
retailers, and in particular, the off-price sector.  Approval of these Proxy 
proposals is critical to enabling the company to continue to make progress in 
1998 and beyond.  

VOTE REQUIRED AND BOARD OF DIRECTORS' RECOMMENDATION

     The affirmative vote of a majority of the shares of Common Stock present 
or represented by proxy and entitled to vote at the Annual Meeting is 
required for approval of this proposal.  Abstentions and broker non-votes 
will be counted as present in determining if a quorum is present but will 
have no effect on this proposal.

- ------------------------------------------------------------------------------
 THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR
                 APPROVAL OF THE AMENDMENT TO THE OPTION PLAN
- ------------------------------------------------------------------------------

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SUMMARY OF THE OPTION PLAN

     The following summary of the Option Plan is qualified in its entirety by 
the specific language of the Option Plan, as amended.  Copies of the Option 
Plan are available to any stockholder upon request to the Investor Relations 
Department, Ross Stores, Inc., 8333 Central Avenue, Newark, California 94560.

     The Option Plan is administered by the Board of Directors or a committee 
of members of the Board appointed by the Board.  Options granted, which may 
either be nonqualified stock options or incentive stock options, provide a 
right to purchase shares of the company's Common Stock.  All options must be 
granted, if at all, by March 16, 2002.

     Subject to approval by the stockholders, the Board has amended the plan 
to increase the aggregate number of shares issuable under the Option Plan by 
2,300,000 shares, subject to adjustment for stock splits or other changes in 
the company's capital structure.  As of April 3, 1998, 740,597 shares remain 
available for future stock option grants and 2,589,521 shares are outstanding 
and eligible for exercise.  In addition, the Option Plan limits the number of 
shares for which options may be granted to any employee within any fiscal 
year to no more than 492,655 shares.  The Option Plan provides that 
appropriate adjustments will be made to the share reserve, the limitation on 
the maximum size of option grants, and to outstanding options in the event of 
any stock dividend, stock split, reverse stock split, combination, 
reclassification or similar change in the capital structure of the company.  
To the extent that any outstanding option expires or terminates prior to 
exercise in full or if shares issued upon the exercise of an option are 
repurchased by the company, the shares for which the option is not exercised 
or the repurchased shares are returned to the Option Plan and become 
available for future grants. As of April 3, 1998, ____ persons were eligible 
to participate in the Option Plan.

     All employees (including officers) of the company, persons who become 
employees within thirty (30) days of the date of the grant of an option, and 
consultants may, in the discretion of the Board, be granted options under the 
Option Plan.  Non-employee members of the Board of Directors are ineligible 
to participate under the Option Plan.  The Board presently has established a 
policy of granting options which are nonqualified stock options for purposes 
of federal tax law.

     Options granted under the Option Plan are evidenced by written 
agreements specifying the number of shares covered thereby and the option 
price, which shall not be less than the fair market value of the shares as of 
the date of the grant of the option.  Generally, any stock options not 
exercised within ten years of the date of grant expire and the shares subject 
to the option become available for future grants.  The Board has the 
authority to select the optionee, fix the number of shares to be covered by 
each option, determine the fair market value of the common stock, and 
determine the manner of vesting and exercisability of the option.  Unless 
otherwise specified by the Board, all options are immediately exercisable, 
subject to the company's right to repurchase unvested shares at the 
optionee's original per share cost in the event that the optionee's 
employment with the company terminates.  The Board typically grants options 
that provide for vesting in progressively increasing monthly increments over 
a three or four year period.

     Shares subject to an option granted under the Option Plan may be 
purchased for cash, by check or cash equivalent, by tender of certain shares 
of the company's Common Stock owned by the optionee having a fair market 
value not less than the option price, by minimum cash down payment and the 
optionee's promissory note for the balance (if permitted by the Board of 
Directors), by the assignment of the proceeds of a sale of some or all of the 
shares of Common Stock being acquired upon the exercise of the option, or by 
any combination of these methods.

     During the lifetime of the optionee, the option may be exercised only by 
the optionee.  An option may not be transferred or assigned, except by 
beneficiary designation, by will, or by the laws of descent and distribution 
or, if provided in the specific option agreement, by nonqualified option 
transfers based on certain court orders.  Unless otherwise provided by the 
Board, in the event an optionee ceases to be an employee of the company for 
any reason, except death or disability, the optionee may exercise an option 
in order to purchase vested shares within three months after the date of 
termination of employment, but in any event no later than the date of 
expiration of the option.  In the event of termination of employment due to 
death or disability, an optionee (or the optionee's legal representative) may 
exercise an option in 

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order to purchase vested shares within twelve months after such date of 
termination of employment (to the extent exercisable on that date), but in 
any event no later than the date of expiration of the option.

     Generally, in the event of certain mergers or acquisitions of the voting 
stock or assets of the company constituting a change-in-control, the Board of 
Directors, in its sole discretion, will either provide that all shares 
acquired upon exercise of options will become fully vested shares or arrange 
for the acquiring corporation to assume all outstanding options.  To the 
extent that options are neither exercised as of the date of the 
change-of-control nor assumed by the acquiring corporation, they will 
terminate.

     The Board may terminate or amend the Option Plan at any time, but, 
without the approval of the company's stockholders, the Board may not amend 
the Option Plan to increase the number of shares subject thereto or to change 
the class of persons eligible to receive option under the Option Plan.

  SUMMARY OF THE FEDERAL TAX CONSEQUENCES OF THE OPTION PLAN

     The following summary is a general guide as to the United States federal 
income tax consequences under current law with respect to participation in 
the Option Plan.

     NONQUALIFIED STOCK OPTIONS.  Nonqualified stock options have no special 
tax status.  An optionee generally recognizes no taxable income as the result 
of the grant of such option.  Upon exercise of a nonqualified stock option, 
the optionee normally recognizes ordinary income in the amount of the 
difference between the option price and the fair market value of the stock on 
the Determination Date.  If the optionee is an employee, such ordinary income 
generally is subject to withholding of income and employment taxes.  The 
Determination Date is the date on which the option is exercised unless the 
shares are not vested and/or the sale of the shares at a profit would subject 
the optionee to suit under Section 16(b) of the Securities Exchange Act of 
1934 (the "Exchange Act"), in which case the Determination Date is the later 
of (i) the date on which the shares vest, or (ii) the date the sale of the 
shares at a profit would no longer subject the optionee to suit under Section 
16(b) of the Exchange Act, unless the optionee makes a timely election to 
treat the exercise date as the Determination Date.  Section 16(b) of the 
Exchange Act is applicable only to executive officers, directors and 
beneficial owners of more than 10% of the Common Stock of the company.  Upon 
the sale of stock acquired by the exercise of a nonqualified stock option, 
any gain or loss, based on the difference between the sale price and fair 
market value on the Determination Date, will be taxed as a capital gain or 
loss.  A capital gain or loss will be mid-term if the optionee has held the 
shares more than twelve (12) months from the Determination Date and less than 
eighteen (18) months and a day.  A capital gain or loss will be long-term if 
the optionee has held the shares more than eighteen (18) months.  The company 
generally should be entitled to a deduction equal to the amount of ordinary 
income recognized by the optionee as a result of the exercise of a 
nonqualified stock option, subject to the requirements of reasonableness, 
satisfaction of a withholding obligation and satisfaction of the limits in 
deductible compensation paid to certain executives imposed under Section 
162(m) of the Code.

     SECTION 162(m) OF THE CODE.  Section 162(m) of the Code denies a 
deduction to any publicly held corporation for compensation paid to certain 
executives in a taxable year to the extent that compensation exceeds $1 
million for certain executive officers.  Certain kinds of compensation, 
including qualified "performance-based compensation," are disregarded for 
purposes of the deduction limitation.  In accordance with proposed Section 
162(m) regulations, compensation attributable to stock options will qualify 
as performance-based compensation, provided that: (i) the stock award plan 
contains a per employee limitation on the number of shares for which stock 
options and stock appreciation rights may be granted during a specified 
period; (ii) the per employee limitation is approved by the stockholders; 
(iii) the award is granted by a compensation committee comprised solely of 
"outside directors"; and (iv) the exercise price of the award is no less than 
the fair market value of the stock on the date of the grant. Compensation 
received from grants made under the Option Plan are treated as 
performance-based compensation and, therefore, are excluded for purposes of 
calculating the $1 million deduction limit.

     INCENTIVE STOCK OPTIONS.  The company currently does not have any 
Incentive Stock Option grants outstanding nor does it have any plans to grant 
them.

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     The stock option grants to be made under the Option Plan for the 
remainder of fiscal 1998 and future years are not determinable now.  The 
following table shows the grants made to the indicated executive officers and 
groups for fiscal 1998, as of April 3, 1998, under the Option Plan.  The 
company anticipates that for fiscal 1998, these amounts will be approximately 
87% of the options granted. Any grants made under the Option Plan during the 
remainder of the fiscal year will be to new hires or due to promotions.  
Non-employee directors are not eligible to participate in the company's 
Option Plan.


<TABLE>
<CAPTION>
                                                                                       1992 STOCK OPTION PLAN
                                                                                       ----------------------
                               NAME AND POSITION                                DOLLAR VALUE(1)    NUMBER OF SHARES
     --------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>                <C>
     
     MICHAEL BALMUTH                                                               $144,375              35,000
     Vice Chairman & Chief Executive Officer

     MELVIN A. WILMORE                                                             $144,375              35,000
     President & Chief Operating Officer

     BARRY S. GLUCK                                                                 $49,500              12,000
     Senior Vice President & General Merchandising Manager

     IRENE A. JAMIESON                                                              $49,500              12,000
     Senior Vice President & General Merchandising Manager

     BARBARA LEVY                                                                   $49,500              12,000
     Senior Vice President & General Merchandising Manager

     All Executive Officers as a group  (9 persons, including the above)           $581,625             141,000

     Non-Executive Officers as a group (32 persons)                                $641,850             155,600

     All employees as a group (excluding the company's officers)                 $1,511,379             366,395
</TABLE>


     1    Based on the difference between the exercise price of the options
          ($42.00) and the fair market value of the company's common stock on
          April 3, 1998 ($46.125).  All options are granted with an exercise
          price equal to the fair market value as determined by the closing
          price on the date of the grant.


                                   PROPOSAL 3
                                          
APPROVE AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF
                         AUTHORIZED SHARES OF COMMON STOCK
                                          
BACKGROUND

     Under Delaware law, the company may only issue shares of Common Stock to
the extent such shares have been authorized for issuance under the company's
Certificate of Incorporation ("Certificate").  The Certificate currently
authorizes the issuance by the company of up to 100,000,000 shares of Common
Stock, $0.01 par value.  However, as of April 3, 1998, 47,950,192 shares of the
company's Common Stock were issued and outstanding and 6,331,653 unissued shares
of Common Stock were reserved for issuance under the company's equity
compensation plans, leaving 45,718,155 shares of Common Stock unissued and
unreserved.  If the company's stockholders approve Proposal 2, an increase in
the maximum number of shares issuable under the company's Option Plan, only
43,418,155 shares of Common Stock will remain unissued and unreserved.  In order
to ensure sufficient shares of Common Stock will be available for issuance by
the company, the Board of Directors on March 19, 1998 approved, subject to
stockholder approval, amending the company's Certificate of Incorporation 


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to increase the number of shares of such Common Stock authorized for issuance
 from 100,000,000 to 170,000,000.

PURPOSE AND EFFECT OF THE AMENDMENT

     The principal purpose of the proposed amendment to the Certificate is to
authorize additional shares of Common Stock which will be available in the event
the Board of Directors determine that it is necessary or appropriate to permit
future stock dividends or stock splits, to raise additional capital through the
sale of equity securities, to acquire another company or its assets, to
establish strategic relationships with corporate partners, provide equity
incentives to employees and officers or other corporate purposes.  The company
declared and paid a two-for-one stock dividend in March 1997.  The Board of
Directors has no current intention to split the outstanding Common Stock by
declaring a stock dividend, and the declaration and payment of such a stock
dividend by the Board would be contingent upon several factors, including the
market price of the company's stock, the company's expectations about future
performance, and the company's beliefs about general stock market trends.  The
availability of additional shares of Common Stock is particularly important in
the event that the Board of Directors needs to undertake any of the foregoing
actions on an expedited basis and thus to avoid the time (and expense) of
seeking stockholder approval in connection with the contemplated issuance of
Common Stock.  The Board of Directors has no present agreement, arrangement or
intention to issue any of the shares for which approval is sought.  If the
amendment is approved by the stockholders, the Board of Directors does not
intend to solicit further stockholder approval prior to the issuance of any
additional shares of Common Stock, except as may be required by applicable law.

     The increase in authorized Common Stock will not have any immediate effect
on the rights of existing stockholders.  However, the Board will have the
authority to issue authorized Common Stock without requiring future stockholder
approval of such issuances, except as may be required by applicable law.  To the
extent that additional authorized shares are issued in the future, they may
decrease the existing stockholders' percentage equity ownership and, depending
on the price at which they are issued, could be dilutive to the existing
stockholders.  The holders of Common Stock have no preemptive rights and the
Board of Directors has no plans to grant such rights with respect to any such
shares.

     The increase in the authorized number of shares of Common Stock and the
subsequent issuance of such shares could have the effect of delaying or
preventing a change in control of the company without further action by the
stockholders.  Shares of authorized and unissued Common Stock could (within the
limits imposed by applicable law) be issued in one or more transactions which
would make a change in control of the company more difficult, and therefore less
likely.  Any such issuance of additional stock could have the effect of diluting
the earnings per share and book value per share of outstanding shares of Common
Stock and such additional shares could be used to dilute the stock ownership or
voting rights of a person seeking to obtain control of the Company.

     The Board of Directors is not currently aware of any attempt to take over
or acquire the company.  While it may be deemed to have potential anti-takeover
effects, the proposed amendment to increase the authorized Common Stock is not
prompted by any specific effort or takeover threat currently perceived by
management.

     If the proposed amendment is approved by the stockholders, Article Fourth
(A) of the company's Certificate of Incorporation will be amended to read as
follows:

          A.   CAPITALIZATION.  The total number of shares of all classes of
     stock which the Corporation will have authority to issue is One Hundred
     Seventy Four Million (174,000,000), consisting of
     
          1.   Four Million (4,000,000) shares of Preferred Stock, par value one
     cent ($.01) per share (the "Preferred Stock"); and

          2.   One Hundred Seventy Million (170,000,000) shares of Common Stock,
     par value one cent ($.01) per share (the "Common Stock").


                                      25

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                                PRELIMINARY COPIES


     The additional shares of Common Stock to be authorized pursuant to the
proposed amendment will have a par value of $.01 per share and be of the same
class of Common Stock as is currently authorized under the Certificate.  The
company does not have any current intentions, plans, arrangements, commitments
or understandings to issue any shares of its capital stock except in connection
with its existing stock option and purchase plans and as stock dividends to
holders of outstanding stock.


     VOTE REQUIRED AND BOARD OF DIRECTORS' RECOMMENDATION

     The affirmative vote of a majority of the shares of outstanding Common 
Stock is required for approval of this proposal.  Abstentions and broker 
non-votes will be counted as present for purposes of determining if a quorum 
is present.  Abstentions and broker non-votes will have the same effect as a 
negative vote on this proposal.

- ------------------------------------------------------------------------------
 THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR
APPROVAL OF THE AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO INCREASE THE
      NUMBER OF AUTHORIZED SHARES OF COMMON STOCK TO 170,000,000 SHARES
- -----------------------------------------------------------------------------

                                          
                                   PROPOSAL 4
                                          
       RATIFY APPOINTMENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

     The Board of Directors, upon the recommendation of the company's Audit
Committee, has appointed Deloitte & Touche LLP as the independent certified
public accountants for the company for the fiscal year ending January 30, 1999. 
Deloitte & Touche LLP, or its predecessor Touche Ross & Co., has acted in such
capacity since 1982.  It is anticipated that a representative of Deloitte &
Touche LLP will be present at the Annual Meeting to respond to appropriate
questions and to make a statement if he or she so desires.

VOTE REQUIRED AND BOARD OF DIRECTORS' RECOMMENDATION

     The affirmative vote of a majority of the shares of common stock present or
represented by proxy and voting at the Annual Meeting is required for approval
of this proposal.  Abstentions and broker non-votes each will be counted as
present in determining if a quorum is present, but will not be counted as having
been voted on this proposal.

- ------------------------------------------------------------------------------
   THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE
 FOR APPROVAL OF THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP 
AS THE COMPANY'S INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR 
                          ENDING JANUARY 30, 1999.
- ------------------------------------------------------------------------------

                                      26

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                                PRELIMINARY COPIES


                                PROXY SOLICITATION

     The cost of solicitation of proxies will be borne by the company. The 
company has retained Financial Relations Board to assist in soliciting 
proxies by mail, telephone and personal interview for a fee of approximately 
$10,000 plus expenses.  Management may use the services of its directors, 
officers and others to solicit proxies, personally or by telephone.  
Arrangements may also be made with brokerage houses and other custodians, 
nominees and fiduciaries to forward solicitation material to the beneficial 
owners of the stock held of record by such persons, and the company may 
reimburse them for reasonable out-of-pocket expenses incurred by them in so 
doing.

                           TRANSACTION OF OTHER BUSINESS

     At the date of this Proxy Statement, the only business which management
intends to present or knows that others will present at the Annual Meeting is as
set forth above.  If any other matter or matters are properly brought before the
Annual Meeting, or any adjournment thereof, it is the intention of the persons
named in the accompanying Proxy to vote the Proxy on such matters in accordance
with their best judgment.
                                          
                       STOCKHOLDER PROPOSALS TO BE PRESENTED
                               AT NEXT ANNUAL MEETING

     Proposals of stockholders intended to be presented at the next annual
meeting of stockholders of the company (1) must be received by the company at
its offices at 8333 Central Avenue, Newark, California 94560 no later than
December 28, 1998 and (2) must satisfy the conditions established by the
Securities and Exchange Commission for stockholder proposals to be included in
the company's Proxy Statement for that meeting.

                                       By Order of the Board of Directors,



                                       John G. Call
                                       Corporate Secretary

Dated:  April 24, 1998


                                      27

<PAGE>
                                PRELIMINARY COPIES


                                 ROSS STORES, INC.

                            SECOND AMENDED AND RESTATED
                               1992 STOCK OPTION PLAN


       INTRODUCTION.  On February 24, 1984, the Ross Stores, Inc. 1984 Stock
Option Plan (the "Initial Plan") was adopted. The Initial Plan has been amended
from time to time. On March 16, 1992, the Initial Plan was amended and restated
in its entirety and renamed the Ross Stores, Inc. 1992 Stock Option Plan (the
"1992 Plan"), and has been subsequently amended from time to time, once in the
form of an amendment and restatement.  The 1992 Plan is hereby amended and
restated in its entirety (the "Plan"), effective as of the date of the 1998
Annual Meeting of the Stockholders of Ross Stores, Inc.

       1.     PURPOSE.

              (a)    The purpose of the Plan is to provide a means by which
selected employees and directors of and consultants to Ross Stores, Inc. (the
"Company") and its Affiliates, may be given an opportunity to benefit from
increases in value of the stock of the Company through the granting of incentive
stock options and nonqualified stock options.

              (b)    The Company, by means of the Plan, seeks to retain the
services of persons who are now employees or directors of or consultants to the
Company or its Affiliates, to secure and retain the services of new employees,
directors and consultants, and to provide incentives for such persons to exert
maximum efforts for the success of the Company and its Affiliates.

       2.     ADMINISTRATION.

              (a)    The Plan shall be administered by the Board of Directors
(the "Board") unless and until the Board delegates administration to a Committee
as provided in subparagraph 2(c).

              (b)    The Board shall have the power, subject to, and within the
limitations of, the express provisions of the Plan:

                     (i)    To determine from time to time which of the persons
eligible under the Plan shall be granted an option under the Plan (an "Option");
when and how each Option shall be granted; whether an Option will be an
incentive stock option as defined in section 422 of the Internal Revenue Code of
1986, as amended (the "Code") or a nonqualified stock option; the provisions of
each Option granted (which need not be identical), including the time or times
such Option may be exercised in whole or in part; and the number of shares for
which an Option shall be granted to each such person.

                     (ii)   To construe and interpret the Plan and Options
granted under it, and to establish, amend and revoke rules and regulations for
its administration.  The Board, in the exercise of this power, may correct any
defect, omission or inconsistency in the Plan or in any 


                                      

<PAGE>


option agreement, in a manner and to the extent it shall deem necessary or 
expedient to make the Plan fully effective.

                     (iii)  To amend the Plan as provided in paragraph 12.

                     (iv)   Generally, to exercise such powers and to perform
such acts as the Board deems necessary or expedient to promote the best
interests of the Company, which are not in conflict with the provisions of the
Plan.

              (c)    The Board may delegate administration of the Plan to a
committee composed of two (2) or more members (the "Committee"), all of the
members of which Committee may be, in the discretion of the Board, Non-Employee
Directors and/or Outside Directors.  If administration is delegated to a
Committee, the Committee shall have, in connection with the administration of
the Plan, the powers theretofore possessed by the Board, including the power to
delegate to a subcommittee of two (2) or more directors (who may or may not be
Outside Directors or Non-Employee Directors) any of the administrative powers
the Committee is authorized to exercise (and references in this Plan to the
Board shall thereafter be to the Committee or such a subcommittee), subject,
however, to such resolutions, not inconsistent with the provisions of the Plan,
as may be adopted from time to time by the Board.  The Board may abolish the
Committee at any time and revest in the Board the administration of the Plan. 
Notwithstanding anything in this paragraph 2 to the contrary, the Board or the
Committee may delegate to a committee of one (1) or more members of the Board
the authority to grant Options to eligible persons who: (1) are not then subject
to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") and/or (2) are either (i) not then Covered Employees and are not expected
to be Covered Employees at the time of recognition of income resulting from such
Option, or (ii) not persons with respect to whom the Company wishes to comply
with section 162(m) of the Code.

              (d)    "AFFILIATE" means any parent corporation or subsidiary
corporation, whether now or hereafter existing, as those terms are defined in
Sections 424(e) and (f) respectively, of the Code.

              (e)    "COVERED EMPLOYEE" means the chief executive officer and
the four (4) other highest compensated officers of the Company for whom total
compensation is required to be reported to stockholders under the Exchange Act,
as determined for purposes of Section 162(m) of the Code.

              (f)    "NON-EMPLOYEE DIRECTOR" means a Director who either (i) is
not a current employee or officer of the Company or its parent or subsidiary,
does not receive compensation (directly or indirectly) from the Company or its
parent or subsidiary for services rendered as a consultant or in any capacity
other than as a director (except for an amount as to which disclosure would not
be required under Item 404(a) of Regulation S-K promulgated pursuant to the
Securities Act ("Regulation S-K")), does not possess an interest in any other
transaction as to which disclosure would be required under Item 404(a) of
Regulation S-K, AND is not engaged in a business relationship as to which
disclosure would be required under Item 404(b) 


                                      

<PAGE>


of Regulation S-K; or (ii) is otherwise considered a "non-employee director" 
for purposes of Rule 16b-3.

              (g)    "OUTSIDE DIRECTOR" means a director who either (i) is not a
current employee of the Company or an "affiliated corporation" (as defined in
the Treasury regulations promulgated under section 162(m) of the Code), is not a
former employee of the Company or an "affiliated corporation" receiving
compensation for prior services (other than benefits under a tax-qualified
pension plan), was not an officer of the Company or an "affiliated corporation"
at any time, AND is not currently receiving direct or indirect remuneration from
the Company or an "affiliated corporation" for services in any capacity other
than as a director, or (ii) is otherwise considered an "outside director" for
purposes of section 162(m) of the Code.

              (h)    "SECURITIES ACT" means the Securities Act of 1933, as
amended.

       3.     ELIGIBILITY.

              (a)    The Options may be granted only to employees (including
officers and directors), persons who become employees within thirty (30) days of
the date of grant of an Option and consultants of the Company. The Board shall,
in the Board's sole discretion, determine which persons shall be granted Options
(an "Optionee").  Incentive stock options may be granted only to employees.
Nonqualified stock options may be granted only to employees, directors and
consultants. A Non-Employee Director shall not be eligible to receive the grant
of an Option, even if providing consulting services to the Company.

              (b)    To the extent that the aggregate fair market value
(determined at the time of grant) of stock with respect to which incentive stock
options are exercisable for the first time by any Optionee during any calendar
year (under all plans of the Company and its Affiliates) exceeds one hundred
thousand dollars ($100,000), the Options or portions thereof which exceed such
limit (according to the order in which they were granted) shall be treated as
nonqualified stock options.

              (c)    Subject to the provisions of paragraph 7 relating to
adjustments upon changes in stock, no person shall be eligible to be granted
Options covering more than that number of shares equal to two percent (2%) of
the Company's outstanding common stock on April 10, 1995, the record date for
the Company's 1995 Annual Meeting of Stockholders (or four hundred ninety-two
thousand six hundred fifty-five (492,655)) shares of the Company's common stock
during any calendar year.

       4.     SHARES SUBJECT TO THE PLAN.  The maximum number of shares which
may be issued under the Plan shall be nine million nine hundred thousand
(9,900,000) shares of the Company's authorized but unissued common stock or
treasury stock, subject to the provisions of paragraph 7 relating to adjustments
upon changes in stock.  In the event that any outstanding Option for any reason
expires or is terminated and/or shares subject to repurchase are repurchased by
the Company, the shares of common stock allocable to the unexercised portion of
such Option, or so repurchased, may again be subjected to an Option.


                                      

<PAGE>


       5.     TIME FOR GRANTING OPTIONS.  All Options shall be granted, if at
all, within ten (10) years from March 16, 1992.

       6.     TERMS, CONDITIONS AND FORM OF OPTIONS.  Subject to the provisions
of the Plan, the Board shall determine for each Option (which need not be
identical) the number of shares for which the Option shall be granted, the
option price of the Option, the exercisability of the Option, whether the Option
is a nonqualified stock option or an incentive stock option, and all other terms
and conditions of the Option not inconsistent with this paragraph 6.  All
Options shall be separately designated incentive stock options or nonqualified
stock options at the time of grant, and a separate certificate or certificates
will be issued for shares purchased on exercise of each type of Option.  Options
granted pursuant to the Plan shall be evidenced by written agreements specifying
the number of shares covered thereby, in such form as the Board shall from time
to time establish, and shall comply with and be subject to the following terms
and conditions:

              (a)    The exercise price shall be not less than one hundred
percent (100%) of the fair market value, as determined by the Board, of the
stock of the Company subject to the Option on the date the Option is granted,
except that the exercise price for an incentive stock option granted to any
person who owns (or is deemed to own pursuant to Section 424(d) of the Code)
stock possessing more than ten percent (10%) of the total combined voting power
of all classes of stock of the Company or of any of its Affiliates (a "Ten
Percent Owner Optionee") shall be not less than one hundred ten percent (110%)
of the fair market value of the stock of the Company subject to the incentive
stock on the date the incentive stock option is granted.  Notwithstanding the
foregoing, an Option (whether an incentive stock option or a nonqualified stock
option) may be granted with an exercise price (other than that set forth in the
preceding sentence if such Option is granted pursuant to an assumption or
substitution for another Option in a manner satisfying the provisions of Section
424(a) of the Code.

              (b)    EXERCISE PERIOD OF OPTIONS.  The Board shall have the power
to set the time or times within which each Option shall be exercisable or the
event or events upon the occurrence of which all or a portion of each Option
shall be exercisable and the term of each Option; provided, however, that no
incentive stock option shall be exercisable after the expiration of ten (10)
years from the date such Option is granted, no nonqualified stock option shall
be exercisable after the expiration of ten (10) years and one (1) month from the
date such Option is granted, and provided further that no Option which is an
incentive stock option granted to a Ten Percent Owner Optionee shall be
exercisable after the expiration of five (5) years from the date such Option is
granted.

              (c)    PAYMENT OF OPTION PRICE.  Payment of the exercise price for
the number of shares being purchased pursuant to any Option shall be made to the
extent permitted by applicable statutes and regulations, either (i) in cash or
by check or (ii) at the discretion of the Board, at the time of the grant of the
Option, under one of the following alternatives:

                     (i)    Provided that at the time of exercise the common
stock is publicly traded and quoted regularly in THE WALL STREET JOURNAL,
pursuant to a program developed under Regulation T as promulgated by the Federal
Reserve Board which, prior to the issuance of common stock, results in either
the receipt of cash (or check) by the Company or the receipt of 


                                      

<PAGE>


irrevocable instructions to pay the aggregate exercise price to the Company 
from the sales proceeds;

                     (ii)   Provided that at the time of exercise the common
stock is publicly traded and quoted regularly in THE WALL STREET JOURNAL, by
delivery of already-owned shares of common stock, held for the period required
to avoid a charge to the Company's reported earnings, and owned free and clear
of any liens, claims, encumbrances or security interests, which common stock
shall be valued at its fair market value on the date of exercise;

                     (iii)  Pursuant to a deferred payment alternative, PROVIDED
THAT, at any time that the Company is incorporated in Delaware, payment of the
Common Stock's "par value" (as defined in the Delaware General Corporation Law)
shall not be made by deferred payment, the principal shall be due and payable
not more than four (4) years after the Option is granted, interest shall be
payable at least annually and be at least equal to the minimum interest rate to
avoid imputed interest pursuant to all applicable sections of the Code, and the
Board shall have the authority from time to time to permit the Optionee to
secure any promissory note used to exercise an Option with collateral other than
the Company's common stock.

                     (iv)   In any other form of legal consideration that may be
acceptable to the Board; or

                     (v)    By any combination of the above methods.

       Notwithstanding the foregoing, in the event the Company at any time
becomes subject to the regulations promulgated by the Board of Governors of the
Federal Reserve System affecting the extension of credit in connection with the
Company's securities, any promissory note shall not initially exceed the maximum
loan value of the collateral as defined by applicable regulations and the
Optionee shall prepay, at the request of the Company, any promissory note to the
extent necessary to permit the Company to comply with applicable regulations.
The Company reserves, at any and all times, the right, in the Company's sole and
absolute discretion, to establish, decline to approve and/or terminate any
program and/or procedures for the exercise of Options by means of an assignment
of the proceeds of a sale of some or all of the shares of stock to be acquired
upon such exercise.

              (d)    OPTION TRANSFERABILITY.  An incentive stock option shall
not be transferable except by will or by the laws of descent and distribution,
and shall be exercisable during the lifetime of the person to whom the incentive
stock option is granted only by such person.  A nonqualified stock option may be
transferable to the extent expressly provided in the option agreement PROVIDED,
HOWEVER, that if the Option agreement does not specifically provide for
transferability, then such nonqualified stock option shall not be transferable
except by will or by the laws of descent and distribution or pursuant to a
domestic relations order, and shall be exercisable during the lifetime of the
person to whom the nonqualified stock option is granted only by such person or
any transferee pursuant to a domestic relations order.  Notwithstanding the
foregoing, the person to whom the Option is granted may, by delivering written
notice to the Company, in a form satisfactory to the Company, designate a third
party who, in the event of the 


                                      

<PAGE>


death of the person to whom such Option was granted, shall thereafter be 
entitled to exercise the Option, or as the Board or Committee shall determine 
in its discretion.

              (e)    EARLY EXERCISE.  The Option may, but need not, include a
provision whereby the Optionee may elect at any time before such Optionee
terminates service with the Company to exercise the Option as to any part or all
of the shares subject to the Option prior to the full vesting of the Option. 
Any unvested shares so purchased shall be subject to a repurchase right in favor
of the Company or any other restriction the Board determines appropriate.

              (f)    STANDARD OPTION TERMS.

                     (i)    INCENTIVE STOCK OPTIONS.  Unless otherwise provided
for by the Board at the time an Option is granted, an Option designated by the
Board as an "Incentive Stock Option" shall comply with and be subject to the
terms and conditions set forth in the form of Incentive Stock Option 
Agreement.

                     (ii)   NONQUALIFIED STOCK OPTIONS.  Unless otherwise
provided for by the Board at the time an Option is granted, an Option designated
by the Board as a "Nonqualified Stock Option" shall comply with and be subject
to the terms and conditions set forth in the form of Nonqualified Stock Option
Agreement.

                     (iii)  AUTHORITY TO VARY TERMS.  The Board shall have 
the authority from time to time to vary the terms of the option agreements 
either in connection with the grant of an individual Option or in connection 
with the authorization of a new standard form or forms; provided, however, 
that the terms and conditions of such option agreements shall be in 
accordance with the terms of the Plan. Such authority shall include, but not 
by way of limitation, the authority to grant Options which are not 
immediately exercisable; provided, however, that in the event of (1) a merger 
in which the Company is not the surviving corporation, (2) the sale or 
exchange by the stockholders of the Company of all or substantially all of 
the stock of the Company where the stockholders before such sale or exchange 
do not retain, directly or indirectly, at least a majority of the beneficial 
interest in the voting stock of the Company, or (3) the sale or exchange of 
all or substantially all of the Company's assets (other than a sale or 
transfer to a subsidiary of the Company as defined in section 424(f) of the 
Code), any outstanding Options which are not immediately exercisable under 
their terms, shall become fully exercisable prior to consummation of such 
merger or sale of assets at such time as the Board shall determine; or the 
surviving or acquiring corporation, as a condition precedent to consummation 
of such merger or sale of assets shall assume the outstanding Options or 
issue substitute Options.

       7.     EFFECT OF CHANGE IN STOCK SUBJECT TO PLAN.  Appropriate
adjustments shall be made in the number and class of shares of stock subject to
the Plan, the maximum number of shares subject to award to any person during any
calendar year pursuant to subparagraph 3(c), and to any outstanding Options and
in the exercise price of any outstanding Options in the event any change is made
in the stock subject to the Plan, or subject to any Option, without the receipt


                                      

<PAGE>


of consideration by the Company (through merger, consolidation, reorganization,
recapitalization, reincorporation, stock dividend, dividend in property other
than cash, stock split, liquidating dividend, combination of shares, exchange of
shares, change in corporate structure or other transaction not involving the
receipt of consideration by the Company). Such adjustments shall be made by the
Board, the determination of which shall be final, binding and conclusive.  (The
conversion of any convertible securities of the Company shall not be treated as
a "transaction not involving the receipt of consideration by the Company.")

       8.     COVENANTS OF THE COMPANY.

              (a)    During the terms of the Options, the Company shall keep
available at all times the number of shares of stock required to satisfy such
Options.

              (b)    The Company shall seek to obtain from each regulatory
commission or agency having jurisdiction over the Plan such authority as may be
required to grant Options and to issue and sell shares of common stock upon
exercise of the Options; provided, however, that this undertaking shall not
require the Company to register under the Securities Act the Plan, any Options
or any stock issued or issuable pursuant to any such Option.  If, after
reasonable efforts, the Company is unable to obtain from any such regulatory
commission or agency the authority which counsel for the Company deems necessary
for the lawful issuance and sale of stock under the Plan, the Company shall be
relieved from any liability for failure to issue and sell stock upon exercise of
such Options unless and until such authority is obtained.

       9.     USE OF PROCEEDS FROM STOCK.

       Proceeds from the sale of stock pursuant to Options shall constitute
general funds of the Company.

       10.    MISCELLANEOUS.

              (a)    The Board shall have the power to accelerate the time at
which an Option may first be exercised or the time during which an Option or any
part thereof will vest, notwithstanding the provisions in the Option stating the
time at which it may first be exercised or the time during which it will vest.

              (b)    No Optionee shall be deemed to be the holder of, or to have
any of the rights of a holder with respect to, any shares subject to such Option
unless and until such person has satisfied all requirements for exercise of the
Option pursuant to its terms.

              (c)    Nothing in the Plan or any instrument executed or Option
granted pursuant thereto shall confer upon any Optionee any right to continue in
the employ of the Company or any Affiliate (or to continue acting as a director
or consultant) or shall affect the right of the Company or any Affiliate to
terminate the employment of any employee with or without cause, the right of the
Board and/or the Company's stockholders to remove any director pursuant to the
terms of the Company's Bylaws and the provisions of applicable laws, or the
right to terminate the relationship of any consultant pursuant to the terms of
such consultant's agreement with the Company or Affiliate to which such
consultant is providing services.


                                      

<PAGE>


              (d)    The Company may require any Optionee, or any person to whom
an Option is transferred pursuant to subsection 6(d), as a condition of
exercising or acquiring stock under any Option, (1) to give written assurances
satisfactory to the Company as to such person's knowledge and experience in
financial and business matters and/or to employ a purchaser representative
reasonably satisfactory to the Company who is knowledgeable and experienced in
financial and business matters, and that he or she is capable of evaluating,
alone or together with the purchaser representative, the merits and risks of
exercising the Option; and (2) to give written assurances satisfactory to the
Company stating that such person is acquiring the stock subject to the Option
for such person's own account and not with any present intention of selling or
otherwise distributing the stock.  The foregoing requirements, and any
assurances given pursuant to such requirements, shall be inoperative if (i) the
issuance of the shares upon the exercise or acquisition of stock under the
Option has been registered under a then currently effective registration
statement under the Securities Act, or (ii) as to any particular requirement, a
determination is made by counsel for the Company that such requirement need not
be met in the circumstances under the then applicable securities laws.  The
Company may require the holder of the Option to provide such other
representations, written assurances or information which the Company shall
determine is necessary, desirable or appropriate to comply with applicable
securities and other laws as a condition of granting an Option to such person or
permitting the holder of the Option to exercise such Option.  The Company may,
upon advice of counsel to the Company, place legends on stock certificates
issued under the Plan as such counsel deems necessary or appropriate in order to
comply with applicable securities laws, including, but not limited to, legends
restricting the transfer of the stock.

              (e)  To the extent provided by the terms of an Option agreement, 
the Optionee may satisfy any federal, state or local tax withholding 
obligation relating to the exercise or acquisition of stock under an Option 
by any of the following means or by a combination of such means (in addition 
to the Company's right to withhold from any compensation paid to the Optionee 
by the Company): (1) tendering a cash payment; (2) authorizing the Company to 
withhold shares from the shares of the common stock otherwise issuable to the 
Optionee as a result of the exercise or acquisition of stock under the 
Option; or (3) delivering to the Company owned and unencumbered shares of the 
common stock of the Company.

       11.  PROVISION OF INFORMATION.  Each Optionee shall be given information
concerning the Company equivalent to that information generally made available
to the Company's common stockholders.

       12.  AMENDMENT OF THE PLAN.  

              (a)  The Board at any time, and from time to time, may amend 
the Plan. However, except as provided in paragraph 7 relating to adjustments 
upon changes in stock, no amendment shall be effective unless approved by the 
stockholders of the Company to the extent stockholder approval is necessary 
for the Plan to satisfy the requirements of Section 422 of the Code, Rule 
16b-3 or any Nasdaq or securities exchange listing requirements.

              (b)  The Board may in its sole discretion submit any other 
amendment to the Plan for stockholder approval, including, but not limited 
to, amendments to the Plan intended to 

                                      

<PAGE>


satisfy the requirements of Section 162(m) of the Code and the regulations 
promulgated thereunder regarding the exclusion of performance-based 
compensation from the limit on corporate deductibility of compensation paid 
to certain executive officers.

              (c)  It is expressly contemplated that the Board may amend the 
Plan in any respect the Board deems necessary or advisable to provide 
eligible employees with the maximum benefits provided or to be provided under 
the provisions of the Code and the regulations promulgated thereunder 
relating to incentive stock options and/or to bring the Plan and/or incentive 
stock options granted under it into compliance therewith.

              (d)  Rights and obligations under any Option granted before 
amendment of the Plan shall not be impaired by any amendment of the Plan 
unless (i) the Company requests the consent of the Optionee and (ii) such 
person consents in writing.

              (e)  The Board at any time, and from time to time, may amend 
the terms of any one or more Options; provided, however, that the rights and 
obligations under any Option shall not be impaired by any such amendment 
unless (i) the Company requests the consent of the Optionee and (ii) such 
person consents in writing.

     13.  TERMINATION OR SUSPENSION OF THE PLAN.

              (a)  The Board may suspend or terminate the Plan at any time.  
Unless sooner terminated, the Plan shall terminate on March 15, 2002, which 
shall be within ten (10) years from the date the Plan is adopted by the Board 
or approved by the stockholders of the Company, whichever is earlier.  No 
Options may be granted under the Plan while the Plan is suspended or after it 
is terminated.

              (b)  Rights and obligations under any Option granted while the 
Plan is in effect shall not be impaired by suspension or termination of the 
Plan, except with the written consent of the Optionee.

     14.  CONTINUATION OF INITIAL PLAN AND 1992 PLAN AS TO OUTSTANDING OPTIONS.
Notwithstanding any other provision of the Plan to the contrary, the terms of
the Initial Plan and the 1992 Plan shall remain in effect and apply to Options
granted pursuant to such version of stock option plan.

      15.  CHOICE OF LAW.  All questions concerning the construction, validity
and interpretation of this Plan, shall be governed by the law of the State of
Delaware, without regard to such state's conflict of laws rules.

                                      

<PAGE>


Front:


PROXY
ROSS STORES, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

The undersigned hereby appoints Michael Balmuth and Melvin A. Wilmore, and
either of them, as attorneys of the undersigned with full power of substitution,
to vote all shares of stock which the undersigned is entitled to vote at the
Annual Meeting of Stockholders of Ross Stores, Inc., to be held on May 28, 1998
at 11:00 a.m. PDT, at the company's corporate offices, 8333 Central Avenue,
Newark, California, and at any continuation or adjournment thereof, with all
powers which the undersigned might have if personally present at the meeting.

WHERE NO CONTRARY CHOICE IS INDICATED BY THE STOCKHOLDER, THIS PROXY, WHEN
RETURNED, WILL BE VOTED FOR SUCH NOMINEES AND PROPOSALS AND WITH DISCRETIONARY
AUTHORITY UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.  THIS
PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE TIME IT IS VOTED.

PLEASE COMPLETE, DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.

(Continued and to be signed on reverse side)


YOUR VOTE IS IMPORTANT TO THE COMPANY



<PAGE>


Back:

Common              X  Please mark your votes as indicated in this example

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSALS:

PROPOSAL 1.    To elect for a three-year term three Class III Directors proposed
               in the accompanying Proxy Statement.

                    Philip Schlein     Norman A. Ferber     Melvin A. Wilmore

                    FOR all nominees listed (except as marked to the contrary)

                    WITHHOLD AUTHORITY to vote for all nominees listed.

INSTRUCTION:   To withhold authority to vote for any individual nominee write
               that nominee's name in the space provided below.  

PROPOSAL 2.    To approve the amendment to the 1992 Stock Option Plan to
               increase the share reserve by 2,300,000 shares.

                    FOR       AGAINST        ABSTAIN


PROPOSAL 3.    To approve the amendment to the company's Certificate of
               Incorporation to increase the number of shares of Common Stock 
               authorized thereunder by 70,000,000 shares from 100,000,000 to 
               170,000,000.

                    FOR       AGAINST        ABSTAIN


PROPOSAL 4.    To ratify the appointment of Deloitte & Touche LLP as the
               company's independent certified public accountants for the 
               fiscal year ending January 30, 1999.

                    FOR       AGAINST        ABSTAIN

PROPOSAL 5.    To transact such other business as may properly come before the
               annual meeting or any adjournments or postponements thereof.

The undersigned hereby acknowledges receipt of:  (a) Notice of Annual Meeting of
Stockholders dated April 24, 1998; (b) the accompanying Proxy Statement; and 
(c) the Annual Report to Stockholders for the fiscal year ended January 31, 
1998 and hereby expressly revokes any and all proxies heretofore given or 
executed by the undersigned with respect to the shares of stock represented 
by this Proxy and by filing this Proxy with the Assistant Secretary of the 
Corporation, gives notice of such revocation.


Signature
Dated                              , 1998

Please sign exactly as your name(s) appear(s) on your stock certificate.  If
shares of stock are held of record in the names of two or more persons or in the
name of husband and wife, whether as joint tenants or otherwise, both or all of
such persons should sign the Proxy.  If shares of stock are held of record by a
corporation, the Proxy should be signed by the President or Vice President or
the Secretary or Assistant Secretary.  Executors or administrators or other
fiduciaries who execute the above Proxy for a deceased stockholder should give
their full titles.