UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                            FORM 10-Q
   (Mark one)
     X     QUARTERLY REPORT PURSUANT TO
           SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
           ACT OF 1934
           For the quarterly period ended April 30, 1994
                                
                                
                               OR


           TRANSITION REPORT PURSUANT TO SECTION 13 or 15
           (d) OF THE SECURITIES EXCHANGE ACT OF 1934
           For the transition period from _______ to _______


                 Commission file number  0-14678
                                
                                
                        ROSS STORES, INC.
     (Exact name of registrant as specified in its charter)


             Delaware                        94-1390387
  (State or other jurisdiction of         (I.R.S. Employer
  incorporation or organization)         Identification No.)
                                                  
   8333 Central Avenue, Newark,              94560-3433
            California
  (Address of principal executive            (Zip Code)
             offices)
                                                  
  Registrant's telephone number,           (510) 505-4400
        including area code
                                                  
  Former name, former address and                N/A
  former fiscal year, if changed
        since last report.
                                                  



Indicate  by check mark whether the registrant (1) has filed  all
reports  required  to be filed by Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days.
Yes    X     No


The  number  of  shares  of Common Stock, with  $.01  par  value,
outstanding on May 28, 1994 was 24,577,862.

  
  


<PAGE> begin page 2

                                
                                

                 PART I.  FINANCIAL INFORMATION


Item 1.  Financial statements.


                     ROSS STORES, INC.
           CONDENSED CONSOLIDATED BALANCE SHEETS

______________________________________________________________________________
($000)                                     April 30,  January 29,    May 1,
ASSETS                                          1994         1994      1993
______________________________________________________________________________
                                         (Unaudited)     (Note A)(Unaudited)
Current Assets
   Cash                                    $  15,838   $  32,307   $ 14,103
   Accounts receivable                        12,366       4,016      7,480
   Merchandise inventory                     292,309     228,929    275,275
   Prepaid expenses and other                 11,850      15,224     12,339
         Total Current Assets                332,363     280,476    309,197

Property and Equipment
   Land and buildings                         22,534      22,502     20,061
   Fixtures and equipment                    124,654     120,493    106,146
   Leasehold improvements                     93,909      89,588     84,396
   Construction-in-progress                    4,196      10,739      2,449
                                             245,293     243,322    213,052
   Less accumulated depreciation and
   amortization                              104,260      99,170     85,237
                                             141,033     144,152    127,815
Lease rights and other assets                 16,582      12,743     14,227
                                            $489,978    $437,371   $451,239

LIABILITIES AND STOCKHOLDERS' EQUITY
______________________________________________________________________________
Current Liabilities
   Accounts payable                         $129,099   $  89,561   $102,721
   Accrued expenses                           36,432      43,262     32,240
   Accrued payroll and other                  15,903      16,202     15,490
   Income taxes payable                        5,679       6,404      4,977
         Total Current Liabilities           187,113     155,429    155,428
Long-term debt                                54,450     33,308      62,772
Deferred income taxes and other liabilities   20,325      20,412     19,960

Stockholders' Equity
   Capital stock                                 247         247        256
   Additional paid-in capital                122,021     122,073    120,766
   Retained earnings                         105,822     105,902     92,057
                                             228,090     228,222    213,079
                                            $489,978    $437,371   $451,239
______________________________________________________________________________
See notes to condensed consolidated financial statements.


<PAGE> begin page 3

                                
                                
                                
                                
                                
                                
                        ROSS STORES, INC.
         CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

______________________________________________________________________________
                                                    Three Months Ended
                                                 April 30,      May 1,
($000 except per share data, unaudited)               1994        1993
______________________________________________________________________________

Sales                                             $264,207    $239,552

Costs and Expenses

   Cost of goods sold and occupancy                191,586     172,184
   General, selling and administrative              59,179      55,849
   Depreciation and amortization                     5,554       4,895
   Interest                                            541         634
                                                  $256,860    $233,562

Earnings before taxes                                7,347       5,990
Provision for taxes on earnings                      2,939       2,396
Net earnings                                      $  4,408    $  3,594
______________________________________________________________________________

Net earnings per share:

   Primary                                            $.18        $.14

   Fully diluted                                      $.18        $.14
______________________________________________________________________________

Weighted average shares outstanding:

   Primary                                          24,996      26,196

   Fully diluted                                    25,050      26,254
______________________________________________________________________________

Stores open at end of period                           251         231
______________________________________________________________________________
See notes to condensed consolidated financial statements.


<PAGE> begin page 4


                         ROSS STORES, INC.
          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

______________________________________________________________________________
                                                         Three Months Ended
                                                     April 30,        May 1,
($000, unaudited)                                         1994          1993
______________________________________________________________________________

Cash flows from operating activities
   Net earnings                                        $ 4,408       $ 3,594
   Adjustments to reconcile net earnings to net cash
      used in operating activities:
   Depreciation and amortization of property and
      equipment                                          5,554         4,895
   Other amortization                                    1,178         1,642
   Change in current assets and current liabilities:
      Increase in merchandise inventory                (63,380)      (54,227)
      Increase in other current assets - net            (4,996)       (4,326)
      Increase in accounts payable                      40,773         6,989
      Decrease in other current liabilities - net       (1,015)       (6,638)
   Other                                                (3,393)          591
      Net cash used in operating activities            (20,871)      (47,480)
______________________________________________________________________________

Cash flows from investing activities
   Additions to property and equipment                  (9,894)       (7,124)
      Net cash used in investing activities             (9,894)       (7,124)
______________________________________________________________________________

Cash flows from financing activities
   Borrowing under line of credit agreement             21,200        29,300
   Repayment of long-term debt                            (102)          (89)
   Issuance of common stock related to stock plan          972           534
   Repurchase of common stock                           (6,539)       (1,494)
   Dividends paid                                       (1,235)
      Net cash provided by financing activities         14,296        28,251
Net increase (decrease) in cash                        (16,469)      (26,353)
   Cash
      Beginning of year                                 32,307        40,456
      End of quarter                                   $15,838       $14,103
______________________________________________________________________________
See notes to condensed consolidated financial statements.


<PAGE> begin page 5
                                
                        ROSS STORES, INC.
                                

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                
        Three Months Ended April 30, 1994 and May 1, 1993
                           (Unaudited)


                                
NOTE A - Basis of Presentation

The   accompanying  unaudited  condensed  consolidated  financial
statements  have been prepared from the records  of  the  company
without  audit  and,  in the opinion of management,  include  all
adjustments  (consisting  of  only  normal  recurring   accruals)
necessary  to present fairly the financial position at April  30,
1994  and May 1, 1993; the interim results of operations for  the
three months ended April 30, 1994 and May 1, 1993; and changes in
cash flows for the three months then ended.  The balance sheet at
January  29,  1994, presented herein, has been derived  from  the
audited  financial statements of the company for the fiscal  year
then ended.

Accounting policies followed by the company are described in Note
A to the audited consolidated financial statements for the fiscal
year  ended  January 29, 1994.  Certain information and  footnote
disclosures   normally included in financial statements  prepared
in  accordance with generally accepted accounting principles have
been   condensed  or  omitted  for  purposes  of  the   condensed
consolidated   interim  financial  statements.    The   condensed
consolidated  financial statements should be read in  conjunction
with  the  audited  consolidated financial statements,  including
notes thereto, for the year ended January 29, 1994.

The  results  of  operations for the three month  periods  herein
presented  are  not necessarily indicative of the results  to  be
expected for the full year.

The condensed consolidated financial statements at April 30, 1994
and  May  1, 1993, and for the three months then ended have  been
reviewed,  prior  to  filing,  by  the  registrant's  independent
accountants  whose report covering their review of the  financial
statements is included in this report on page 6.


Note B - Statements of Cash Flows Supplemental Disclosures

Total cash paid for interest and income taxes is as follows:
______________________________________________________________________________
                                          Three Months Ended
                                         April 30,      May 1,
($000, unaudited)                             1994        1993
______________________________________________________________________________

   Interest                                 $  578      $  557
   Income Taxes                             $3,663      $8,663
______________________________________________________________________________

<PAGE> begin page 6









INDEPENDENT ACCOUNTANTS' REVIEW REPORT


Board of Directors and Stockholders of Ross Stores, Inc.
Newark, California

We  have  made  a  review of the condensed  consolidated  balance
sheets of Ross Stores, Inc. (the "Company") as of April 30,  1994
and May 1, 1993 and the related condensed consolidated statements
of  earnings  and  cash flows for the three  month  periods  then
ended.  These condensed consolidated financial statements are the
responsibility of the Company's management.

We conducted our reviews in accordance with standards established
by  the  American Institute of Certified Public  Accountants.   A
review  of interim financial information consists principally  of
applying  analytical  procedures to financial  data,  and  making
inquiries  of  persons responsible for financial  and  accounting
matters.   It  is  substantially less  in  scope  than  an  audit
conducted   in   accordance  with  generally  accepted   auditing
standards, the objectives of which is the expression of an opinion
regarding   the   financial  statements   taken   as   a   whole.
Accordingly, we do not express such an opinion.

Based   on  our  reviews,  we  are  not  aware  of  any  material
modifications that should be made to such condensed  consolidated
financial  statements for them to be in conformity with generally
accepted accounting principles.

We have previously audited, in accordance with generally accepted
auditing  standards,  the  consolidated  balance  sheet  of  Ross
Stores, Inc. as of January 29, 1994, and the related consolidated
statements of earnings, stockholders' equity, and cash flows  for
the  year  then ended (not presented herein); and in  our  report
dated  March  11,  1994, we expressed an unqualified  opinion  on
those  consolidated financial statements.  In  our  opinion,  the
information  set forth in the accompanying condensed consolidated
balance  sheet  as of January 29, 1994 is fairly stated,  in  all
material respects, in relation to the consolidated balance  sheet
from which it has been derived.


Deloitte & Touche
San Francisco, CA


May 20, 1994



<PAGE> begin page 7



I
tem 2.    Management's  Discussion  and  Analysis  of  Financial
           Conditions and Results of Operations.



Stores and General

As  of  April 30, 1994, and May 1, 1993, the company  operated  a
total  of  251  stores and 231 stores respectively.  Accordingly,
the  results of operations for the three months ended  April  30,
1994, over the same quarter last year, reflect an increase in the
level  of operations which was due to the greater number of  open
stores during the current period as well as an increase of 3%  in
comparable store sales.


Results of Operations

Sales

During the quarter ended April 30, 1994, sales were $264 million,
an  increase  of approximately $25 million over the corresponding
period last year.  This increase resulted from the combination of
a  greater number of stores in operation and an increase of 3% in
comparable  store  sales.  For the quarter  ended  May  1,  1993,
comparable store sales decreased 1% from the comparable period of
the prior year.

Costs and Expenses

Cost  of  goods  sold  and occupancy as  a  percentage  of  sales
increased  to 73% for the first quarter of 1994 compared  to  72%
for  the same period of 1993.  This increase mainly resulted from
higher  levels of clearance merchandise at the beginning of  1994
as compared to 1993 combined with lower initial pricing in 1994.

General  selling and administrative expenses as a  percentage  of
sales decreased to 22% for the first quarter of 1994 from 23% for
the  comparable  quarter  the  prior  year.   This  decrease  was
primarily  due  to lower advertising expenditures  combined  with
leverage from a larger sales base.

The decrease in interest expense for the first quarter of 1994 is
a result of lower average borrowings.

Taxes on Earnings

The  company's effective tax rate for the first quarter  of  1994
and  1993  was 40%.  Both rates reflect the applicable  statutory
tax rates.


Liquidity and Capital Resources

The  primary uses of cash during the first quarter of  1994  were
for  seasonal inventory build-up, new store capital expenditures,
the company's stock repurchase program and payments to repair the
company's Carlisle, Pennsylvania distribution center as  well  as
related  additional operating expenses.  The company believes  it
is  fully insured for the costs related to the situation  at  the
Carlisle, Pennsylvania's distribution center and accordingly  has
reflected  these  expenditures as a  receivable  in  the  balance
sheet.   Partially  offsetting this is an  increase  in  accounts
payable  resulting from receipt of merchandise purchased late  in
the  first  quarter with payment terms extending into the  second
quarter.  The company believes it can fund its capital needs  for
the  remainder of the fiscal year and complete the  remainder  of
the  two  million  share  repurchase program  through  internally
generated  cash,  trade credit, and established  bank  lines  and
lease financing.



<PAGE> begin page 8


 
                  PART II.  OTHER INFORMATION


Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits

 3.1      Certificate  of Incorporation, as amended, incorporated
          by   reference  to  Exhibit  3.1  to  the  Registration
          Statement  on Form 8-B (the "Form 8-B") filed September
          1,  1989  by  Ross Stores, Inc., a Delaware corporation
          ("Ross Stores").

 3.2      Amended By-laws, dated August 29, 1991, incorporated by
          reference to Exhibit 3.2 to the 1991 Form 10-K filed by
          Ross  Stores for its year ended February 1, 1992 ("1991
          Form 10-K").

10.1      Agreement of Lease, dated November 24, 1986,  for  Ross
          Stores' corporate headquarters and distribution  center
          in  Newark,  CA, incorporated by reference  to  Exhibit
          10.5 on Form 8-B.

10.2      Credit  Agreement,  dated March  2,  1992,  among  Ross
          Stores, Wells Fargo Bank, National Association, Bank of
          America,  National Trust and Savings  Association,  and
          Security  Pacific National Bank; and Wells Fargo  Bank,
          National  Association, as agent for Banks, incorporated
          by reference to Exhibit 10.8 to the 1991 Form 10-K.

10.3      Amended  and Restated Credit Agreement, dated  November
          23, 1992, among Ross Stores, Wells Fargo Bank, National
          Association, Bank of America, N.T. & S.A.,  Nationsbank
          of  Texas,  N.A., and Banque Nationale  de  Paris;  and
          Wells  Fargo Bank, National Association, as  agent  for
          Banks, incorporated by reference to Exhibit 10.9 to the
          1992  Form 10-K filed by Ross Stores for its year ended
          January 30, 1993 ("1992 Form 10-K").

10.4      First   Amendment   to  Amended  and  Restated   Credit
          Agreement, entered into as of February 5, 1993, by  and
          among   Ross   Stores,  Wells  Fargo   Bank,   National
          Association, Bank of America, N.T. & S.A.,  Nationsbank
          of   Texas,  N.A.,  and  Banque  Nationale   de   Paris
          ("Banks");  and Wells Fargo Bank, National Association,
          as  agent  for  Banks,  incorporated  by  reference  to
          Exhibit 10.10 to the 1992 Form 10-K.

10.5      Revolving Credit Agreement, dated July 31, 1993,  among
          Ross  Stores,  Wells Fargo Bank, National  Association,
          Bank  of  America, N.T. & S.A., Nationsbank  of  Texas,
          N.A.,  and  Banque  Nationale de Paris  ("Banks"),  and
          Wells  Fargo Bank, National Association, as  agent  for
          Banks,  incorporated by reference to Exhibit  10.17  on
          the  Form  10-Q  filed by Ross Stores for  its  quarter
          ended July 31, 1993.

10.6      Term   Credit  Agreement,  dated  September  16,  1991,
          between  Ross Stores and the Industrial Bank of  Japan,
          Limited, incorporated by reference to Exhibit 10 to the
          Form  10-Q  filed by Ross Stores for its quarter  ended
          August 3, 1991.

10.7      Amendment to Term Credit Agreement, dated February  19,
          1993,  between Ross Stores and the Industrial  Bank  of
          Japan,  Limited, incorporated by reference  to  Exhibit
          10.12 to the 1992 Form 10-K.

10.8      Second Amendment to Term Credit Agreement, dated as  of
          October   29,  1993,  between  Ross  Stores   and   the
          Industrial  Bank  of  Japan, Limited,  incorporated  by
          reference  to Exhibit 10.13 to the Form 10-Q  filed  by
          Ross Stores for its quarter ended October 30, 1993.

          MANAGEMENT CONTRACTS AND COMPENSATORY PLANS (EXHIBITS
          10.9 - 10.21)

10.9      Ross  Stores  1992 Stock Option Plan,  incorporated  by
          reference  to Exhibit 19.1 on Form 10-Q filed  by  Ross
          Stores for its quarter ended August 1, 1992.

10.10     Third  Amended and Restated Ross Stores Employee  Stock
          Purchase  Plan,  incorporated by reference  to  Exhibit
          19.2  on Form 10-Q filed by Ross Stores for its quarter
          ended August 1, 1992.


<PAGE> begin page 9

10.11     Third  Amended and Restated Ross Stores 1988 Restricted
          Stock  Plan, incorporated by reference to Exhibit  19.3
          on Form 10-Q filed by Ross Stores for its quarter ended
          August 1, 1992.

10.12     1991  Outside Directors Stock Option Plan, incorporated
          by reference to Exhibit 10.13 to the 1991 Form 10-K.

10.13     Ross  Stores  Executive Medical Plan,  incorporated  by
          reference to Exhibit 10.13 to the 1993 Form 10-K  filed
          by  Ross  Stores  for its year ended January  29,  1994
          ("1993 Form 10-K").

10.14     Third   Amended  and  Restated  Ross  Stores  Executive
          Supplemental Retirement Plan, incorporated by reference
          to Exhibit 10.14 to the 1993 Form 10-K.

10.15     Ross  Stores Non-Qualified Deferred Compensation  Plan,
          incorporated by reference to Exhibit 10.15 to the  1993
          Form 10-K.

10.16     Ross  Stores  Incentive Compensation Plan, incorporated
          by reference to Exhibit 10.16 to the 1993 Form 10-K.

10.17     Employment  Agreement  between Ross  Stores,  Inc.  and
          Norman A. Ferber, dated March 17, 1989, incorporated by
          reference  to Exhibit 10.4 to the 1988 Form 10-K  filed
          by Ross Stores, Inc., a California corporation, for its
          year ended January 28, 1989.

10.18     Amendment  to Employment Agreement between Ross  Stores
          and   Norman   A.   Ferber,  dated  March   11,   1991,
          incorporated by reference to Exhibit 10.51 to the  1990
          Form  10-K  filed  by Ross Stores for  its  year  ended
          February 2, 1991.

10.19     Second  Amendment to Employment Agreement between  Ross
          Stores  and  Norman A. Ferber, dated  April  23,  1992,
          incorporated by reference to Exhibit 10.7 to  the  1991
          Form 10-K.

10.20     Employment Agreement between Ross Stores and Melvin  A.
          Wilmore, effective as of March 15, 1994.

10.21     Consulting Agreement between Ross Stores and Stuart  G.
          Moldaw, effective as of March 12, 1993, incorporated by
          reference  to Exhibit 10.16 on the Form 10-Q  filed  by
          Ross Stores for its quarter ended May 1, 1993.

11        Statement re: Computation of Per Share Earnings.

15        Letter re: Unaudited Interim Financial Information.

(b)  Reports on Form 8-K

     None.

<PAGE> begin page 10

                                

                           SIGNATURES







Pursuant to the requirements of the Securities Exchange Act
of  1934, the registrant has duly caused this report to  be
signed by the undersigned thereunto duly authorized.





                              ROSS STORES, INC.
                                Registrant



Date:    June 9, 1994                 /s/John M. Vuko
                              John M. Vuko, Senior Vice President, Controller
                                   and Principal Accounting Officer










<PAGE> begin page 11
                                

                        INDEX TO EXHIBITS

Exhibit
Number               Exhibit

 3.1      Certificate  of Incorporation, as amended, incorporated
          by   reference  to  Exhibit  3.1  to  the  Registration
          Statement  on Form 8-B (the "Form 8-B") filed September
          1,  1989  by  Ross Stores, Inc., a Delaware corporation
          ("Ross Stores").

 3.2      Amended By-laws, dated August 29, 1991, incorporated by
          reference to Exhibit 3.2 to the 1991 Form 10-K filed by
          Ross  Stores for its year ended February 1, 1992 ("1991
          Form 10-K").

10.1      Agreement of Lease, dated November 24, 1986,  for  Ross
          Stores' corporate headquarters and distribution  center
          in  Newark,  CA, incorporated by reference  to  Exhibit
          10.5 on Form 8-B.

10.2      Credit  Agreement,  dated March  2,  1992,  among  Ross
          Stores, Wells Fargo Bank, National Association, Bank of
          America,  National Trust and Savings  Association,  and
          Security  Pacific National Bank; and Wells Fargo  Bank,
          National  Association, as agent for Banks, incorporated
          by reference to Exhibit 10.8 to the 1991 Form 10-K.

10.3      Amended  and Restated Credit Agreement, dated  November
          23, 1992, among Ross Stores, Wells Fargo Bank, National
          Association, Bank of America, N.T. & S.A.,  Nationsbank
          of  Texas,  N.A., and Banque Nationale  de  Paris;  and
          Wells  Fargo Bank, National Association, as  agent  for
          Banks, incorporated by reference to Exhibit 10.9 to the
          1992  Form 10-K filed by Ross Stores for its year ended
          January 30, 1993 ("1992 Form 10-K").

10.4      First  Amendment  to  Amended  and  Restated  Credit
          Agreement, entered into as of February 5, 1993, by  and
          among   Ross   Stores,  Wells  Fargo   Bank,   National
          Association, Bank of America, N.T. & S.A.,  Nationsbank
          of   Texas,  N.A.,  and  Banque  Nationale   de   Paris
          ("Banks");  and Wells Fargo Bank, National Association,
          as  agent  for  Banks,  incorporated  by  reference  to
          Exhibit 10.10 to the 1992 Form 10-K.

10.5      Revolving Credit Agreement, dated July 31, 1993,  among
          Ross  Stores,  Wells Fargo Bank, National  Association,
          Bank  of  America, N.T. & S.A., Nationsbank  of  Texas,
          N.A.,  and  Banque  Nationale de Paris  ("Banks"),  and
          Wells  Fargo Bank, National Association, as  agent  for
          Banks,  incorporated by reference to Exhibit  10.17  on
          the  Form  10-Q  filed by Ross Stores for  its  quarter
          ended July 31, 1993.

10.6      Term   Credit  Agreement,  dated  September  16,  1991,
          between  Ross Stores and the Industrial Bank of  Japan,
          Limited, incorporated by reference to Exhibit 10 to the
          Form  10-Q  filed by Ross Stores for its quarter  ended
          August 3, 1991.

10.7      Amendment to Term Credit Agreement, dated February  19,
          1993,  between Ross Stores and the Industrial  Bank  of
          Japan,  Limited, incorporated by reference  to  Exhibit
          10.12 to the 1992 Form 10-K.

10.8      Second Amendment to Term Credit Agreement, dated as  of
          October   29,  1993,  between  Ross  Stores   and   the
          Industrial  Bank  of  Japan, Limited,  incorporated  by
          reference to Exhibit 10.13  to the Form 10-Q  filed  by
          Ross Stores for its quarter ended October 30, 1993.

          MANAGEMENT CONTRACTS AND COMPENSATORY PLANS (EXHIBITS
          10.9 - 10.21)

10.9      Ross  Stores  1992 Stock Option Plan,  incorporated  by
          reference  to Exhibit 19.1 on Form 10-Q filed  by  Ross
          Stores for its quarter ended August 1, 1992.


<PAGE> begin page 12

Exhibit
Number            Exhibit


10.10     Third  Amended and Restated Ross Stores Employee  Stock
          Purchase  Plan,  incorporated by reference  to  Exhibit
          19.2  on Form 10-Q filed by Ross Stores for its quarter
          ended August 1, 1992.

10.11     Third  Amended and Restated Ross Stores 1988 Restricted
          Stock  Plan, incorporated by reference to Exhibit  19.3
          on Form 10-Q filed by Ross Stores for its quarter ended
          August 1, 1992.

10.12     1991  Outside Directors Stock Option Plan, incorporated
          by reference to Exhibit 10.13 to the 1991 Form 10-K.

10.13     Ross  Stores  Executive Medical Plan,  incorporated  by
          reference to Exhibit 10.13 to the 1993 Form 10-K  filed
          by  Ross  Stores  for its year ended January  29,  1994
          ("1993 Form 10-K").

10.14     Third   Amended  and  Restated  Ross  Stores  Executive
          Supplemental Retirement Plan, incorporated by reference
          to Exhibit 10.14 to the 1993 Form 10-K.

10.15     Ross  Stores Non-Qualified Deferred Compensation  Plan,
          incorporated by reference to Exhibit 10.15 to the  1993
          Form 10-K.

10.16     Ross  Stores  Incentive Compensation Plan, incorporated
          by reference to Exhibit 10.16 to the 1993 Form 10-K.

10.17     Employment  Agreement  between Ross  Stores,  Inc.  and
          Norman A. Ferber, dated March 17, 1989, incorporated by
          reference  to Exhibit 10.4 to the 1988 Form 10-K  filed
          by Ross Stores, Inc., a California corporation, for its
          year ended January 28, 1989.

10.18     Amendment  to Employment Agreement between Ross  Stores
          and   Norman   A.   Ferber,  dated  March   11,   1991,
          incorporated by reference to Exhibit 10.51 to the  1990
          Form  10-K  filed  by Ross Stores for  its  year  ended
          February 2, 1991.

10.19     Second  Amendment to Employment Agreement between  Ross
          Stores  and  Norman A. Ferber, dated  April  23,  1992,
          incorporated by reference to Exhibit 10.7 to  the  1991
          Form 10-K.

10.20     Employment Agreement between Ross Stores and Melvin  A.
          Wilmore, effective as of March 15, 1994.

10.21     Consulting Agreement between Ross Stores and Stuart  G.
          Moldaw, effective as of March 12, 1993, incorporated by
          reference  to Exhibit 10.16 on the Form 10-Q  filed  by
          Ross Stores for its quarter ended May 1, 1993.

11        Statement re:  Computation of Per Share Earnings.

15        Letter re: Unaudited Interim Financial Information.










                         EMPLOYMENT AGREEMENT
                                
                                
                                
      THIS EMPLOYMENT AGREEMENT is made effective as of March 15,
1994, by and between Ross Stores, Inc. (the "Company") and Melvin
A. Wilmore (the "Executive"). The Executive is presently employed
by  the  Company  as  its President and Chief  Operating  Officer
pursuant  to  an employment contract of November  25,  1991  (the
"Initial  Contract"), and it is now the intention of the  Company
and the Executive to enter into a new employment agreement and to
terminate the Initial Contract.  Accordingly, the Company and the
Executive  hereby terminate the Initial Contract and  enter  into
this Agreement.

      1.    Term.  The employment of the Executive by the Company
will  continue as of the date hereof and end on February 1, 1997,
unless  extended or terminated in accordance with this Agreement.
During August 1996, and during August every other year thereafter
(every two years) for so long as the Executive is employed by the
Company,  upon the written request of the Executive the Board  of
Directors  of the Company (the "Board") shall consider  extending
the  Executive's employment with the Company.  Such request  must
be  delivered  to the Chairman of the Compensation  Committee  no
later  than the July 31st which precedes the August in which
  the
requested  extension will be considered.  The Board shall  advise
the  Executive,  in  writing,  on or  before  the  September  1st
following  its consideration of the Executive's written  request,
whether it approves of such extension.  The failure of the  Board
to  provide such written advice shall constitute approval of  the
Executive's  request  for extension.  If the Executive's  request
for  an  extension is approved, this Agreement shall be  extended
two additional years.

      2.   Position and Duties.  The Executive shall continue  to
serve as the President and Chief Operating Officer of the Company
with   overall   responsibility  for  the   Company's   corporate
operations  and  the accomplishment of its plans and  objectives.
The  Executive  shall  report directly  to  the  Company's  Chief
Executive  Officer  and Chairman of the Board  of  Directors  and
shall  himself  be  a member of the Board.  The  Executive  shall
devote  substantially all of his working time and efforts to  the
business  and  affairs of the Company. During  the  term  of  his
employment,  the  Executive  may  engage  in  outside  activities
provided  those  activities do not conflict with his  duties  and
responsibilities  hereunder,  and  provided  further   that   the
Executive  gives  written notice to the Board of any  significant
outside  business activity in which he plans to become  involved,
whether  or  not  such  activity  is  pursued  for  profit.   The
Executive  may not render services to or invest in  any  business
competitive  with any existing or contemplated  business  of  the
Company   except   with  respect  to  personal   investments   in
securities,  limited partnerships or similar  passive  investment
interests that are publicly traded.


      3.   Place of Performance.  The Executive shall be employed
at  the principal executive or operational offices of the Company
except for required travel on the Company's business to an extent
substantially    consistent   with   present   business    travel
obligations.


<PAGE> begin page 2

     4.   Compensation and Related Matters.

           a.    Salary.  During his employment the Company shall
pay  the Executive a salary of not less than $425,000 per  annum.
This  salary shall be payable in equal installments in accordance
with  the Company's normal payroll practices applicable to senior
officers.   Subject to the first sentence of this paragraph,  the
Executive's salary may be adjusted from time to time by the Board
in accordance with normal business practices of the Company.

           b.    Bonus.  During his employment the Company  shall
continue to pay the Executive an annual bonus in accordance  with
the  terms  of the existing bonus incentive plan that covers  the
Executive (or any replacement plan of substantially equivalent or
greater value that may subsequently be established and in  effect
at the time for such action).

           c.    Expenses.   During his employment the  Executive
shall  be  entitled  to  receive  prompt  reimbursement  for  all
reasonable  expenses  incurred  by  him  in  performing  services
hereunder, including all reasonable expenses of travel and living
while  away  from home, provided that such expenses are  incurred
and  accounted for in accordance with the policies and procedures
established by the Company.

           d.    Other Benefits.  The Executive shall be entitled
to  continue  to  participate in all of  the  Company's  employee
benefit  plans and arrangements in effect on the date  hereof  in
which   the   Executive  now  participates   (including   without
limitation  each  pension and retirement  plan  and  arrangement,
supplemental  pension and retirement plan, deferred  compensation
plan, short-term and long-term incentive plan, stock option plan,
life  insurance  and  health-and-accident plan  and  arrangement,
medical insurance plan, physical examination program, dental care
plan, accidental death and disability plan, survivor income plan,
relocation  plan,  financial, tax and legal counseling  programs,
and  vacation plan).  The Company shall not make any  changes  in
such  plans  or  arrangements which would  adversely  affect  the
Executive's  rights  or benefits thereunder, unless  such  change
occurs  pursuant to a program applicable to all senior executives
of  the  Company and does not result in a proportionately greater
reduction  in  the  rights of, or benefits to, the  Executive  as
compared  with  any other senior executive of the  Company.   The
Executive shall be entitled to participate in or receive benefits
under any employee benefit plan or arrangement made available  by
the  Company  in the future to its executives and key  management
employees, subject to, and on a basis consistent with, the terms,
conditions   and  overall  administration  of  such   plans   and
arrangements.  Except as otherwise specifically provided  herein,
nothing  paid  to  the  Executive under any plan  or  arrangement
presently in effect or made available in the future shall  be  in
lieu  of  the salary or bonus payable under subsections  (a)  and
(b).

          e.   Vacations.  The Executive shall be entitled to the
number   of  vacation  days  in  each  calendar  year,   and   to
compensation  in  respect  of earned but  unused  vacation  days,
determined in accordance with the Company's vacation  plan.   The
Executive shall also be


<PAGE> begin page 3

entitled  to  all  paid  holidays given by  the  Company  to  its
executives.   Unused vacation days shall not  be  forfeited  once
they  have  been earned and, if still unused at the time  of  the
Executive's termination of employment with the Company, shall  be
promptly paid to the Executive at their then-current value, based
on  the Executive's rate of pay at the time of his termination of
employment.

          f.   Services Furnished.  The Company shall furnish the
Executive with office space and such services as are suitable  to
the  Executive's position and adequate for the performance of his
duties.

      5.   Offices.  The Executive agrees to serve, if elected or
appointed  thereto, as a director of the Company and any  of  its
subsidiaries and in one or more executive offices of any  of  the
Company's   subsidiaries,  provided   that   the   Executive   is
indemnified for serving in any and all such capacities on a basis
no  less  favorable than is currently provided by  the  Company's
by-laws and applicable state law.

     6.   Confidential Information.

          a.   The Executive agrees not to disclose, either while
in  the Company's employ or at any time thereafter, to any person
not employed by the Company, or not engaged to render services to
the  Company, any confidential information obtained while in  the
employ of the Company, including, without limitation, any of  the
Company's  inventions,  processes,  methods  of  distribution  or
customers   or  trade  secrets;  provided,  however,  that   this
provision shall not preclude the Executive from use or disclosure
of  information known generally to the public or from  disclosure
required by law or court order.

           b.    The  Executive  agrees  that  upon  leaving  the
Company's  employ  he will make himself reasonably  available  to
answer  questions  from  Company officers  regarding  his  former
duties  and  responsibilities and the knowledge  he  obtained  in
connection  therewith. In addition, he will not  take  with  him,
without  the  prior written consent of any officer authorized  to
act  in  the matter by the Board, any study, memoranda,  drawing,
blueprint,  specification or other document of the  Company,  its
subsidiaries,   affiliates  and  divisions,   which   is   of   a
confidential  nature relating to the Company,  its  subsidiaries,
affiliates and divisions.

       7.   Termination.   The  Executive's  employment  may  be
terminated during the term of this Agreement only as follows:

          a.   Death.  The Executive's employment shall terminate
upon  his  death.  A termination of employment pursuant  to  this
paragraph  7(a)  shall be deemed an involuntary  termination  for
purposes  of  this  Agreement or any  plan  or  practice  of  the
Company.


<PAGE> begin page 4

           b.    Disability.  If, as a result of the  Executive's
incapacity due to physical or mental illness, the Executive shall
have  been absent from his duties hereunder on a full-time  basis
for  the  entire  period of six consecutive  months,  and  within
thirty  days after written notice of termination is given by  the
Company or the Executive (which may occur before or after the end
of  such six-month period), the Executive shall not have returned
to  the performance of his duties hereunder on a full-time basis,
the  Executive's  employment shall terminate.  A  termination  of
employment  pursuant to this paragraph 7(b) shall  be  deemed  an
involuntary  termination for purposes of this  Agreement  or  any
plan or practice of the Company.

           c.   Cause.  The Company may terminate the Executive's
employment  for  Cause.   The  Company  shall  have  "Cause"   to
terminate  the  Executive's employment  upon  (A)  the  continued
failure  by  the  Executive to substantially perform  his  duties
hereunder  (other than a failure resulting from a  disability  as
defined  in subsection (b)) after written notice is delivered  by
the  Company that specifically identifies the manner in which the
Executive has not substantially performed his duties, or (B)  the
engaging  by  the  Executive  in  knowing,  illegal  or   grossly
negligent  conduct which is materially injurious to  the  Company
monetarily or otherwise.

           d.   Without  Cause.  The Company may  terminate  the
Executive's  employment at any time without cause.  A termination
"without cause" is a termination of the Executive's employment by
the  Company  for  any  reason other  than  those  set  forth  in
subsections (a)[Death], (b)[Disability] or (c)[For Cause] of this
paragraph.

          e.   Termination by the Executive for Good Reason.  The
Executive may terminate his employment with the Company for  Good
Reason  which  shall  be deemed to occur  if  he  terminates  his
employment  within  six  months after (i)  written  notice  of  a
failure  by the Company to comply with any material provision  of
this  Agreement which failure has not been cured within ten  days
after such written notice of noncompliance has been given by  the
Executive  to the Company, or (ii) a significant diminishment  in
the  nature  or scope of the authority, power, function  or  duty
attached  to the position which the Executive currently maintains
without the express written consent of the Executive.

           f.   Termination  Following Change of  Control.   The
Executive  may  terminate his employment with the Company  within
six  months after a Change of Control, which shall be  deemed  to
have  occurred in the event of:  (i)  the direct or indirect sale
or  exchange  by  the  stockholders of  the  Company  of  all  or
substantially  all of the stock of the Company, in  a  single  or
series of related transactions, after which sale or exchange  the
stockholders   of   the  Company  immediately   prior   to   such
transactions do not retain, directly or indirectly,  at  least  a
majority  of the beneficial interest in the voting stock  of  the
Company;  (ii)  a merger in which the Company is  a  party  after
which  merger  the  stockholders of the Company  do  not  retain,
directly  or  indirectly, at least a majority of  the  beneficial
interest  in the voting stock of the surviving company; or  (iii)
the  sale, exchange, or transfer of all or substantially  all  of
the Company's assets (other than a sale, exchange, or transfer to
one or


<PAGE> begin page 5

more  corporations where the stockholders of the  Company  before
such  sale, exchange, or transfer retain, directly or indirectly,
at  least  a  majority of the beneficial interest in  the  voting
stock   of   the   corporation(s)  to  which  the   assets   were
transferred).  Provided, however, that the Executive shall not be
entitled to terminate his employment under this subsection in the
event  that  the  purchaser of the Company, or any  successor  by
merger, consolidation or otherwise, or the entity to which all or
a   significant  portion  of  the  Company's  assets  have   been
transferred, shall have expressly assumed in writing  all  duties
and obligations of the Company under this Agreement.

            g.   Voluntary  Termination.   The  Executive   may
voluntarily  terminate his employment with  the  Company  at  any
time.   A termination of employment by the Executive pursuant  to
paragraph  7(e)[For Good Reason] or (f)[Change of Control]  shall
not  be  deemed  a  voluntary termination by  the  Executive  for
purposes of this Agreement or any plan or practice of the Company
but shall be deemed an involuntary termination.
                              
           h.   Non-Renewal.   If the Executive  fails  to
request  an  extension  of  this  Agreement  in  accordance  with
paragraph 1, or if the Board shall fail to approve such  request,
this Agreement shall automatically expire at the end of its term.
Such   expiration  shall  not  entitle  the  Executive   to   any
compensation  or  benefits  except as  earned  by  the  Executive
through the date of expiration of this Agreement and set forth in
paragraph 9(e). The parties shall have no further obligations  to
each other thereafter except as set forth in paragraphs 6 and 12.
                              
     8.   Notice and Effective Date of Termination.

           a.    Notice.   Any  termination  of  the  Executive's
employment by the Company or by the Executive during the term  of
this  Agreement  (other  than as a  result  of  death)  shall  be
communicated by written notice of termination to the other  party
hereto.  Such  notice  shall indicate  the  specific  termination
provision  in this Agreement relied upon and shall set  forth  in
reasonable detail the facts and circumstances claimed to  provide
a  basis for termination of the Executive's employment under that
provision.

           b.    Date  of  Termination.   The date of termination
shall be:

                (i)   if the Executive's employment is terminated
by his death, the date of his death;
               
                (ii)  if the Executive's employment is terminated
pursuant  to  paragraph 7(b)[Disability], the date of termination
shall  be  the  31st  day following delivery  of  the  notice  of
termination;

                 (iii)   if  the  Executive's  employment   is
terminated  for  any other reason by either party,  the  date  on
which  a  notice of termination is delivered to the other  party;
and


<PAGE> begin page 6

                 (iv)  if  the  Agreement  expires  pursuant   to
paragraph 7(h)[Non-Renewal], the parties' employment relationship
shall  terminate  on the last day of the term of  this  Agreement
without any notice.

     9.   Compensation and Benefits Upon Termination.

           a.    Death,  Disability, Without Cause  or  For  Good
Reason.   If  the Executive's employment terminates  pursuant  to
paragraph  7(a)[Death], (b)[Disability],  (d)[Without  Cause]  or
(e)[For Good Reason], the Company shall:

                (i)   Salary:  continue to pay the Executive  (or
his  designee  or  estate) his then-current  salary  through  the
remaining term of this Agreement as defined in paragraph 1;

               (ii) Bonus:  continue to pay the Executive (or his
designee or estate) an annual bonus(es) throughout such remaining
term;  each such bonus shall be in an amount equal to the greater
of  (A)  the  Executive's bonus during  the  year  prior  to  his
termination or (B) the bonus that the Executive would have earned
under the Company's bonus plan in the year that he was terminated
had  he remained in its employment; provided, however, that  such
post-termination bonuses shall not exceed the lesser of the  100%
targeted amounts for those bonus payments in the prior and  then-
current year, and such bonuses shall not be paid until due  under
the Company's present bonus plan;

                (iii) Stock  Options:  with respect  to  any
stock  options  granted  to the Executive  by  the  Company,  the
Executive  shall immediately become vested in any unvested  stock
options upon such termination; and

                (iv)  Restricted  Stock:   with  respect  to  any
restricted  stock granted to the Executive by the  Company  which
has not become vested as of such termination, the Executive shall
immediately become vested in a pro rata portion of such  unvested
stock  in accordance with the terms of the applicable stock grant
agreements.

      The  Company  shall  have  no further  obligations  to  the
Executive as a result of such termination except as set forth  in
paragraph 12.

           b.    For Cause.   If the Executive's employment  is
terminated  for cause as defined in paragraph 7(c)(A)[Failure  to
Perform],   the  Executive  shall  receive  the  post-termination
compensation     and    benefits    described    in     paragraph
9(a)[Compensation   and   Benefits   Upon   Death,    Disability,
Termination   Without  Cause  or  For  Good  Reason].    If   the
Executive's  employment is terminated for  cause  as  defined  in
paragraph  7(c)(B)[Materially Injurious Conduct], he  shall  only
receive  the post-termination compensation and benefits described
in   paragraph  9(d)[Compensation  and  Benefits  Upon  Voluntary
Termination].


<PAGE> begin page 7


           c.   Change  of  Control.  Upon a Change  of  Control
(whether  or  not  the  Executive's employment  terminates),  the
Executive  shall  immediately become  vested  in  any  shares  of
restricted  stock granted to the Executive by the  Company  which
had  not vested prior to the Change of Control in accordance with
the terms of the applicable stock grant agreements.  In addition,
if  the  Executive's employment terminates pursuant to  paragraph
7(f)[Change of Control], the Company shall:

                (i)   Salary:  continue to pay the Executive  (or
his  designee  or  estate) his then-current  salary  through  the
remaining term of this Agreement as defined in paragraph 1;

               (ii)  Bonus:  continue to pay the Executive (or his
designee   or  estate)  his  annual  bonus(es)  throughout   such
remaining  term; each such bonus shall be in an amount  equal  to
the greater of (A) the Executive's bonus during the year prior to
his  termination or (B) the bonus that the Executive  would  have
earned  under the Company's bonus plan in the year  that  he  was
terminated had he remained in its employment; provided,  however,
that such post-termination bonuses shall not exceed the lesser of
the  100% targeted amounts for those bonus payments in the  prior
and  then-current year, and such bonuses shall not be paid  until
due under the Company's present bonus plan; and

                (iii)  Stock  Options:  with respect  to  any
stock  options  granted  to the Executive  by  the  Company,  the
Executive  shall immediately become vested in any unvested  stock
options upon such termination.

The  Company  shall reimburse the Executive for any excise  taxes
paid  by  the Executive pursuant to Internal Revenue Code section
4999  as  a  result  of any "excess parachute payments"  that  he
receives  from  the Company as determined under section  280G  of
said  Code.   This reimbursement shall not include any additional
amount  to  cover the Executive's income or other taxes  on  such
reimbursement.  The Company shall have no further obligations  to
the Executive as a result of such termination.

            d.   Voluntary  Termination.    If  the   Executive
terminates  his  employment pursuant to paragraph  7(g)[Voluntary
Termination], he shall be paid his salary through his termination
date  and not thereafter.  He shall not be entitled to any  bonus
payments  which  were not fully earned prior to  his  termination
date, and he shall not be entitled to any pro-rated bonus payment
for  the  year in which he terminates his employment.  Any  stock
options granted to him by the Company will continue to vest  only
through  the date of his termination (provided, however, that  if
the Executive's voluntary termination occurs within six months of
a Change of Control, the Executive shall immediately become fully-
vested in any unvested stock options previously granted to him by
the  Company)  and any restricted stock that was granted  to  the
Executive by the Company which is unvested as of the date of  his
termination  will automatically be reacquired by the Company  and
the  Executive shall have no further rights with respect to  such
restricted  stock.  The Company shall have no further obligations
to the Executive as a result of such termination.


<PAGE> begin page 8

           e.    Non-Renewal.   If the Agreement expires  as  set
forth  in paragraph 7(h)[Non-Renewal], the Company shall have  no
further  obligations  to the Executive except  as  set  forth  in
paragraph 12 and except that with respect to any restricted stock
granted  to  the  Executive by the Company which has  not  become
vested   as   of  such  expiration  date,  the  Executive   shall
immediately become vested in a pro rata portion of such  unvested
stock  in accordance with the terms of the applicable stock grant
agreements.

           f.   Option to Elect Life Insurance Coverage.  In lieu
of  the compensation and benefits to be paid upon the Executive's
death as described in paragraph 9(a), the Executive may elect  to
have the Company purchase insurance upon his life in such amounts
and on such terms as the Company and the Executive shall agree in
writing.  Such life insurance may be elected by the Executive  in
lieu of the entire compensation and benefits package described in
paragraph 9(a), or it may be elected in lieu of any one  or  more
elements  (salary, bonus, stock options or restricted  stock)  of
that  compensation and benefits package.  After its  purchase  of
such life insurance, upon the Executive's termination pursuant to
paragraph   7(a)[Death]  the  Company  shall  have   no   further
obligation  to provide to the Executive (or his designees,  heirs
or   estate)   the  compensation  and/or  benefits  described  in
paragraph 9(a) which the Executive and the Company have agreed to
replace  with such life insurance.  The Executive shall have  the
sole  and  exclusive  right  to  designate  the  beneficiary   or
beneficiaries  of any life insurance purchased pursuant  to  this
paragraph.

      10.  Exercise of Stock Options Following Termination.    If
the  Executive's  employment  terminates  pursuant  to  paragraph
7(a)[Death]  or (b)[Disability], he (or his estate) may  exercise
his  right  to purchase any vested stock under the stock  options
granted  to  him by the Company for up to one year following  the
date  of his termination, but not later than the termination date
of  such  options.  In all other instances, he may exercise  that
right  for  up  to  three  months  following  the  date  of   his
termination,  but  not later than the termination  date  of  such
options.   All  such purchases must be made by the  Executive  in
accordance  with the applicable stock option plans and agreements
between the parties.

      11.  Successors; Binding Agreement.     This Agreement  and
all  rights of the Executive hereunder shall inure to the benefit
of  and  be  enforceable  by the Executive's  personal  or  legal
representatives,  executors, administrators,  successors,  heirs,
distributees, devisees and legatees. If the Executive should  die
while  any  amounts would still be payable to him  hereunder  all
such  amounts shall be paid in accordance with the terms of  this
Agreement to the Executive's written designee, or if there be  no
such designee, to the Executive's estate.

      12.   Insurance and Indemnity.  The Company shall,  to  the
extent permitted by law, include the Executive during the term of
this   Agreement  under  any  directors  and  officers  liability
insurance policy maintained for its directors and officers,  with
coverage  at  least as favorable to the Executive in  amount  and
each  other  material respect as the coverage of other  directors
and   officers  covered  thereby.   This  obligation  to  provide
insurance and indemnify the Executive shall survive expiration or
termination of this Agreement with respect to proceedings


<PAGE> begin page 9

or  threatened  proceedings based on acts  or  omissions  of  the
Executive  occurring during the Executive's employment  with  the
Company  or with any affiliated company.  Such obligations  shall
be  binding upon the Company's successors and assigns  and  shall
inure  to  the  benefit  of the Executive's  heirs  and  personal
representatives.

      13.   Notice.  For the purposes of this Agreement, notices,
demands  and  all  other  communications  provided  for  in   the
Agreement  shall be in writing and shall be deemed to  have  been
duly  given when delivered or (unless otherwise specified) mailed
by  United  States  registered mail,  return  receipt  requested,
postage prepaid, addressed as follows:

     If to the Executive:          Melvin A. Wilmore
                                   c/o Ross Stores, Inc.
		                                 8333 Central Avenue
		                                 Newark, CA 94560-3433
                                  

     If to the Company:            Ross Stores, Inc.
                                   8333 Central Avenue
                                   Newark, CA 94560-0728
                              Attention:  Corporate Secretary

or  to such other address as any party may have furnished to  the
other  in writing in accordance herewith, except that notices  of
change of address shall be effective only upon receipt.

     14.  Modification or Waiver; Entire Agreement.  No provision
of  this Agreement may be modified or waived except in a document
signed  by  the  Executive and the chairman of  the  Compensation
Committee  of the Board or such other person as may be designated
by  the Board.    This Agreement, along with any stock option  or
restricted  stock agreements between the parties, constitute  the
entire  agreement between the parties regarding their  employment
relationship,  and  any other agreements, including  the  Initial
Contract, are terminated and of no further force or legal effect.
To the extent that this Agreement is in any way inconsistent with
any prior restricted stock or stock option agreements between the
parties,   this   Agreement  shall  control.  No  agreements   or
representations, oral or otherwise, with respect to  the  subject
matter  hereof have been made by either party which are  not  set
forth expressly in this Agreement.

       15.    Governing   Law;   Severability.    The   validity,
interpretation,  construction and performance of  this  Agreement
shall  be  governed by the laws of the State of  California.  The
invalidity or unenforceability of any provision of this Agreement
shall  not  affect the validity or enforceability  of  any  other
provision of this Agreement.

      16.   Mitigation.  In the event the Executive's  employment
with the Company terminates for any reason other than death,  the
Executive  shall be obligated to seek other employment  following
such  termination in order to mitigate payments that the  Company
may


<PAGE> begin page 10

be  required  to make to him or for his benefit hereunder.   Such
obligation  shall  not  apply during  any  period  in  which  the
Executive is disabled.  If the Executive obtains other employment
during  any  period in which he is entitled to receive  continued
salary  or bonus payments under paragraph 9, any salary or  bonus
payments earned by the Executive during such period shall  reduce
the  Company's  obligation to pay continued salary  and/or  bonus
payments  under  paragraph 9 by the amount of the  salary  and/or
bonus payments so earned by the Executive.

      17.  Withholding.  All payments required to be made by  the
Company hereunder to the Executive or his estate or beneficiaries
shall  be  subject  to  the withholding of such  amounts  as  the
Company  may reasonably determine it should withhold pursuant  to
any  applicable law.  To the extent permitted, the Executive  may
provide  all  or  any  part  of  any  necessary  withholding   by
contributing  Company stock with value, determined  on  the  date
such   withholding  is  due,  equal  to  the  number  of   shares
contributed  multiplied by the closing NASDAQ price on  the  date
preceding the date the withholding is determined.

      18.   Arbitration.   In the event of any dispute  or  claim
relating   to   or   arising  out  of  the  parties'   employment
relationship  or this Agreement (including, but not  limited  to,
any  claims of breach of contract, wrongful termination  or  age,
race, sex, disability or other discrimination), all such disputes
shall  be  fully,  finally and exclusively  resolved  by  binding
arbitration conducted by the American Arbitration Association  in
Alameda   County,  California;  provided,  however,   that   this
arbitration provision shall not apply to any disputes  or  claims
relating  to or arising out of the misuse or misappropriation  of
the Company's trade secrets or proprietary information.

      19.   Attorneys'  Fees.   Each party  shall  bear  its  own
attorneys'  fees  and  costs incurred in any  action  or  dispute
arising out of this Agreement.

      20.   Miscellaneous.  No right or interest to, or  in,  any
payments shall be assignable by the Executive; provided, however,
that this provision shall not preclude Executive from designating
in  writing one or more beneficiaries to receive any amount  that
may be payable after Executive's death and shall not preclude the
legal  representative of Executive's estate  from  assigning  any
right hereunder to the person or persons entitled thereto.   This
Agreement shall be binding upon and shall inure to the benefit of
the  Executive,  his  heirs  and legal  representatives  and  the
Company and its successors.

       IN   WITNESS  WHEREOF,  the  parties  have  executed  this
Employment  Agreement effective as of the  date  and  year  first
above written.

   ROSS STORES, INC.


By:        /s/ Donald G. Fisher                  /s/  M. Wilmore
Title:    Chairman, Compensation Committee        EXECUTIVE



                                                       EXHIBIT 11






                             ROSS STORES, INC.
                ________________________________________

           STATEMENT RE:  COMPUTATION OF EARNINGS PER SHARE
           (Amounts in thousands, except per share amounts)



                                               Three Months Ended

                                        April 30, 1994      May 1, 1993
                                     __________________    _________________
                                                Fully                  Fully 
                                     Primary   Diluted    Primary     Diluted   
Net earnings                          $4,408    $4,408     $3,594      $3,594

Weighted average shares outstanding:
   Common shares                      24,739    24,739     25,528      25,586

Common equivalent shares:
   Stock options                         257       311        668         668

Weighted average common and common
equivalent shares outstanding         24,996    25,050     26,196      26,254

   Earnings per common and common
   equivalent share                     $.18      $.18       $.14        $.14

_______________________________________________________________________






                                                       EXHIBIT 15





June 8, 1994


Ross Stores, Inc.
Newark, California

We  have  made a review, in accordance with standards established
by the American Institute of Certified Public Accountants, of the
unaudited condensed consolidated interim financial statements  of
Ross  Stores,  Inc. for the three-month periods ended  April  30,
1994   and   May  1,  1993,  as  indicated  in  our   independent
accountant's review reports dated May 20, 1994 and May 21,  1993,
because  we did not perform an audit, we expressed no opinion  on
that information.

We  are  aware  that  our reports referred to above,  which  were
included  in your Quarterly Reports on Form 10-Q for the quarters
ended  April  30,  1994  and  May 1, 1993,  are  incorporated  by
reference in Registration Statements nos. 33-51916, 33-51896, 33-
51898, 33-41415, 33-41413, and 33-29600 of Ross Stores,  Inc.  on
Form S-8.

We  are  also aware that the aforementioned reports, pursuant  to
Rule  436(c) under the Securities Act, are not considered a  part
of  the  Registration  Statement  prepared  or  certified  by  an
accountant  or  a report prepared or certified by  an  accountant
within the meaning of Sections 7 and 11 of that Act.


Deloitte & Touche
San Francisco, CA