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:
[  ] Preliminary Proxy Statement
[  ] Confidential, for Use of the Commission
          Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[  ] Definitive Additional Materials
[  ] Soliciting Material Pursuant to 240.14a-11(c) or 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]$125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a6(i)(2)
        or Item 22(a)(2) of Schedule 14A.
[  ]$500  per  each  party to  the controversy pursuant to Exchange Act Rule
        14a-6(i)(3).
[  ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:

____________________________________________________________


=========================================

<PAGE>
April 25, 1995

Dear Stockholder:




Enclosed with this letter are the proxy materials for the
upcoming Annual Meeting.  Among the items on the Agenda are
amendments to the components of our equity incentive
compensation program:  the Stock Option Plan, Restricted
Stock Plan and Employee Stock Purchase Plan.  On behalf of
the Compensation Committee of the Board of Directors, which
unanimously recommended these amendments, I would like to
take this opportunity to explain the Committee's incentive
compensation philosophy and how these amendments fit into
our goal of protecting and increasing the value of the
stockholders' investment.

The cornerstone of our philosophy is the alignment of
management's financial interests with those of the
stockholders. A meaningful amount of total compensation in
the form of equity-based grants more clearly focuses
management's attention on developing and implementing
strategies that will positively affect long-term valuation
of the stock.  Further, our equity-based compensation is
directed to those employees who can have a meaningful effect
on the company's performance.

The Board of Directors recommends a vote in favor of these
proposals for two important reasons:

   The company's equity compensation programs enable Ross
   to attract, motivate and retain the key employees,
   particularly in the merchandising organization,
   necessary to compete in an increasingly tough
   environment for off-price apparel retailers.

   A key management 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 of the organization -- management, buyers and
   assistant buyers.  Our equity programs -- in particular the
   Stock Option and Restricted Stock Plans -- are important
   vehicles that strengthen the overall competitiveness of our
   compensation packages and enable the company to accomplish
   this strategic objective.  These programs helped us deliver
   respectable financial results in 1994.

   By way of example, our two strongest performing businesses
   this past year were Home and Dresses, both of which have
   benefited from the addition of new merchandise management
   and buyers.  Each of these areas realized strong sales
   gains over last year and were ahead of plan as well.
   Despite one of the toughest climates ever for off-price,
   Ross Stores was one of just two companies in our industry
   to report gains in both same store sales and earnings per
   share for the year.  During 1994, comparable store sales
   increased 2%, and earnings per share rose 9% to $1.24.
   
      The company's stock award programs are broadbased
      throughout the organization, enabling Ross to develop
      both a strong senior and middle management team that has had
      relatively low turnover in the last few years.

      - Restricted stock is granted to about 60 people in key
        positions at the middle to upper management levels.
      - Stock options are more widely disseminated, with grants
        to about 350 employees down through the middle
        management ranks of the organization.
      - The Employee Stock Purchase Plan offers all qualified
        employees an opportunity to become stockholders and had
        approximately 800 participants in 1994, the most recent
        offering period.

The total proposed increase in shares for all three plans
amounts to 2.4 million, or about 9.7% of total common stock
outstanding. However, dilution from the equity compensation
plans has been offset by the company's stock repurchase
programs over the past several years.  As a result, fully-
diluted shares outstanding today are actually lower than they
were in 1988, when the company initiated its first stock
repurchase program.

Enhancing stockholder value remains a top priority for your
Board of Directors and management, and we will continue to
evaluate how our dividend and possible future repurchase
programs can return value to stockholders.

Please feel free to call either Earl Benson, Senior Vice
President and Chief Financial Officer, or Katie Loughnot,
Director of Investor Relations, at 1-510-505-4509, with any
questions you may have.


Respectfully,

/s/G. Orban
George P. Orban
Ross Stores, Inc.
Board of Directors Compensation Committee


===============================

<PAGE>
April 25, 1995


Dear Stockholder:


You  are cordially invited to attend the 1995 Ross Stores'
Annual Meeting  of  Stockholders which will be held  at  11:00
a.m.  on Thursday,  May 25, 1995 at the corporate headquarters
located  at 8333  Central  Avenue,  Newark, California.   If
you  will  need special assistance at the meeting because of a
disability, please contact  Mr.  Earl  T.  Benson,  Senior
Vice  President,   Chief Financial  Officer  and Corporate
Secretary, Ross  Stores,  Inc., 8333  Central  Avenue, Newark,
CA  94560-3433 at  least  10  days before the meeting.

Please  complete  the enclosed proxy card and return  it  in
the envelope  provided for that purpose as soon as possible  so
that your shares will be represented and voted at the meeting.

Thank  you  for  your  commitment to Ross  Stores  and  for
your cooperation in returning your proxy without delay.

Sincerely,

ROSS STORES, INC.

/s/Norman A. Ferber
Norman A. Ferber
Chairman of the Board and
Chief Executive Officer

====================

<PAGE>

                        ROSS STORES, INC.


                    Notice of Annual Meeting of
                     Stockholders To Be Held May 25, 1995
                     
                     
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 25, 1995 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 amendments to the 1992 Stock Option Plan  to  
         (i)  increase the share reserve by 1,200,000 shares  and 
         (ii) limit the number of shares of  Common Stock underlying  
         options  granted  to any single individual per fiscal year.
   3.    To  approve the amendment to the 1988 Restricted Stock Plan  
         to increase the share reserve by  800,000 shares.
   4.    To  approve  the amendment to the Employee Stock Purchase Plan 
         to increase the share reserve by 400,000 shares.
   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 10,
1995 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.


By order of the Board of Directors,

Earl T. Benson, Secretary


D
ated:    April 25, 1995


     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.
     

<PAGE>
                        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          6

    Summary Compensation Table                                           6

    Option Grants in Last Fiscal Year                                    8

    Aggregated Option Exercises and Year-End Value Table                10

    Compensation Committee Report                                       11

    Stockholder Return Performance Graph                                14

    Compensation of Directors                                           15

    Compensation Committee Interlocks and Insider Participation         15

    Employment Contracts, Termination of Employment and Change-In-
          Control Arrangements                                          15

    Certain Transactions                                                16


PROPOSAL 1 - ELECTION OF CLASS III DIRECTORS                            17

SUPPORTING ARGUMENTS FOR PROPOSALS 2-4                                  17

P
ROPOSAL 2 - 1992 STOCK OPTION PLAN
             APPROVAL OF AMENDMENTS TO (I) INCREASE THE SHARE
             RESERVE BY 1,200,000 SHARES AND (II) LIMIT THE NUMBER OF
             SHARES GRANTED TO ANY INDIVIDUAL PER FISCAL YEAR          20

P
ROPOSAL 3 - 1988 RESTRICTED STOCK PLAN
             APPROVAL OF AMENDMENT TO INCREASE THE SHARE
             RESERVE BY 800,000 SHARES                                 23

P
ROPOSAL 4 - EMPLOYEE STOCK PURCHASE PLAN
             APPROVAL OF AMENDMENT TO INCREASE THE SHARE
             RESERVE BY 400,000 SHARES                                 25

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS                               27

PROXY SOLICITATION                                                     27

TRANSACTION OF OTHER BUSINESS                                          27

STOCKHOLDER PROPOSALS TO BE PRESENTED AT NEXT ANNUAL MEETING           27


===================




<PAGE>

                         PROXY STATEMENT
               1995 ANNUAL MEETING OF STOCKHOLDERS
                               OF

                        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  25, 1995, at 11:00 a.m. PDT, or any adjournment
thereof,  at which  stockholders of record at the close of
business  on  April 10, 1995, shall be entitled to vote.  The
meeting will be held at the  company's  corporate offices, 8333
Central  Avenue,  Newark, California.

      The  date  of this Proxy Statement is April 25,  1995,
the approximate date on which the Proxy Statement and form  of
Proxy were  first sent or given to stockholders.  The Annual
Report  to Stockholders  for  the  fiscal  year  ended  January 28,
1995, 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 the
stockholders  with 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  increases  in the share
reserves of the  company's  1992 Stock  Option Plan, 1988
Restricted Stock Plan and Employee Stock Purchase  Plan; and
(iii) approve an amendment to  the  company's 1992  Stock
Option  Plan to comply with Section  162(m)  of  the Internal
Revenue Code.

      The  company had outstanding, on April 10, 1995,
24,632,786 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 or  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.


<PAGE> 2

                   STOCK OWNERSHIP OF CERTAIN
               BENEFICIAL OWNERS AND MANAGEMENT
                               
                               
                               
     The following table contains information as of April 1,
1995 (except  for  First Pacific Advisors, Inc. 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.

N
ame of Beneficial Owner              Amount and Nature    Percent of
and the Directors and                 of Beneficial        Common Stock
Executive Officers                    Ownership (1)        Outstanding


First Pacific Advisors, Inc.          1,231,000 (2)         5.0%
11400 West Olympic Blvd.,
Ste. 1200
Los Angeles, CA  90064

Stuart G. Moldaw                      971,691 (3)           3.9%

Norman A. Ferber                      344,696 (4)           1.4%

Donald G. Fisher                      12,000 (5)            *

George P. Orban                       188,352 (6)           *

Philip Schlein                        12,600 (7)            *

Donald H. Seiler                      143,210 (8)           *

Donna L. Weaver                       15,000 (9)            *

Melvin A. Wilmore                     349,089 (10)          1.4%

Michael Balmuth                       170,824 (11)          *

Barbara Levy                          116,336 (12)          *

Barry S. Gluck                        117,836 (13)          *

All executive officers and
directors as a group (19 persons
including the above)                  3,232,372 (14)        12.4%
_____

*Less than 1%


<PAGE> 3

(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, 1994,  pursuant  to
     the Form  13G  filed by First Pacific Advisors,  Inc.
     with  the SEC,  a  copy  of  which was sent to the
     company  by  First Pacific Advisors, Inc.
     
(3)  Mr.  Moldaw.   Includes 787,112 shares held in the  name
     of The  SGM  and  PIM  Trust dated December  22,  1981;
     88,579 shares  held  by  the  Moldaw Family Foundation
     and  80,000 shares  held  by  the  Moldaw Family
     Supporting  Foundation. Mr.  Moldaw, a director of the
     company, is a trustee of  the Trust,  and  president of
     the Moldaw Family  Foundation  and
     president  and  a  director of the Moldaw Family
     Supporting Foundation.  Also
     includes  options  to  purchase   16,000
     shares of the company's Common Stock.
(4)  Mr.  Ferber.   Includes immediately exercisable  options
     to purchase  240,000  shares  of the  company's  Common
     Stock. Also  includes 100,000 shares of the company's
     Common  Stock that  were granted under the company's 1988
     Restricted Stock Plan and remain subject to vesting.
(5)  Mr.  Fisher.  Consists of options to purchase 12,000
     shares of the company's Common Stock.
(6)  Mr.  Orban.   Includes 172,352 shares held in  the  name of
     Orban Partners.  Mr. Orban, a director of the company, is
     a general  partner  and managing partner  of  Orban
     Partners. Also  includes  options to purchase  16,000
     shares  of  the company's Common Stock.
     
(7)  Mr. Schlein.  Includes options to purchase 11,000 shares
     of the company's Common Stock.
     
(8)  Mr.  Seiler.  Includes options to purchase 16,000 shares
     of the  company's  Common Stock.  Excludes  523,698
     shares  of Common   Stock  held  by  the  1976  Moldaw
     Family   Trust. Mr.  Seiler,  a director of the company,
     is a co-trustee  of the  1976  Moldaw  Family  Trust  and
     disclaims  beneficial ownership  of  the  shares  held by
     this  trust.   Excludes 10,289  shares  held  by  the 1986
     Goldman  Grandchildren's Trust.   Mr.  Seiler  is  a
     trustee  of  the  1986  Goldman Grandchildren's Trust and
     disclaims beneficial ownership  of the shares held by this
     trust.
     
(9)  Ms.  Weaver.  Includes options to purchase 12,000 shares
     of the company's Common Stock.
     
(10) Mr.  Wilmore.   Includes options to purchase 280,000
     shares of  the company's Common Stock.  Also includes
     65,000 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. Balmuth.  Includes options to purchase 96,824 shares
     of the company's Common Stock.  Also includes 74,000
     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.  Levy.   Includes options to purchase 78,000  shares
     of the company's Common Stock.  Also includes 37,500
     shares  of the  company's  Common  Stock that were
     granted  under  the company's  1988 Restricted Stock Plan
     and remain subject  to vesting.
     
(13) Mr.  Gluck.  Includes options to purchase 73,019  shares
     of the company's Common Stock.  Also includes 38,000
     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  1,419,991  shares subject to  outstanding
     options held   by  directors  and  executive  officers
     which   were exercisable at April 1, 1995.  Also includes
     445,500  shares of  the company's Common Stock granted to
     executive officers under  the  company's Restricted Stock
     Plan,  all  of  which remain subject to vesting.

<PAGE> 4
     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
nine members with the  Class  II directors having one vacant
seat which the Board intends to fill. In  addition, Mr. Fisher
will step down from the company's  Board of  Directors  after
the 1995 Annual Stockholders  Meeting.   The three  Class  III
directors to be elected  at  the  1995  Annual Meeting  are
being elected to hold office until the 1998  Annual Meeting  and
until their successors shall have been elected  and qualified.
Proxies cannot be voted for more than the three named 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.

                        Principal Position                            Director 
                        During Last Five Years                    Age    Since
Nominees for Election as Class III Directors For Terms Expiring in 1998

Philip Schlein      General partner of U.S. Venture                60     1987
                    Partners and USVP-Schlein
                    Marketing Fund since April
                    1985. From January 1974 to January 1985, 
                    Mr. Schlein was Chief Executive Officer of 
                    Macy's California.  Director of ReSound 
                    Corp.
                    
Norman A. Ferber    Chairman of the Board and Chief                46     1987
                    Executive Officer of the
                    company since March 1993;
                    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                  49     1993
                    Officer of  the  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.

Incumbent Class I Directors With Terms Expiring in 1996

Stuart G. Moldaw  Chairman Emeritus of the company                 68     1982
                  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.  Consultant to the company.  Chairman
                  of the Board of Gymboree Corporation and
                  Director of Natural Wonders, Inc.


<PAGE> 5
                        Principal Position                             Director
                      Director During Last Five Years             Age    Since

George P. Orban   Managing partner of Orban                        49     1982
                  Partners, a private investment
                  company, since May 1984.  From March 1987 until
                  March 1992, Chairman of the Board, Office Mart
                  Holdings Corp.  Director of Egghead, Inc.
                  
Donald H. Seiler  Founder and senior partner of                    66     1982
                  Seiler and Company, Certified
                  Public Accountants.  Mr. Seiler
                  is a Certified Public Accountant.
                  Director of Mid-Peninsula
                  Bancorp.


Incumbent Class II Directors With Terms Expiring in 1997

Donald G. Fisher  Chairman of the Board and Chief                  66     1986
                  Executive Officer of The Gap,
                  Inc.  Director of The Charles
                  Schwab Corporation and
                  AirTouch Communications.
                  
Donna L. Weaver   Chairman, Weaver, Field & London,                51     1986
                  Inc., an investor relations and
                  corporate communications firm.
                  Director of Hancock Fabrics, Inc.

      During  fiscal  1994,  the Board  of  Directors  held
five meetings.   Each  member  of the Board of Directors
attended  at least  75%  of the total number of Board and
applicable Committee meetings  held  during  the  year.   The
company  has  an  Audit Committee, a Compensation Committee and
a Nominating Committee.

      Audit  Committee.  Franklin P. Johnson,  Jr.  served  as
a member of the Audit Committee until his retirement from the
Board of  Directors in June 1994 at which time Mr. Orban was
elected to serve  as  a member of the Audit Committee.  During
fiscal  1994, Messrs.  Seiler,  Johnson  and Orban and  Ms.
Weaver  served  as members  of  the  Audit Committee, which
held two  meetings.  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 adequacy of accounting and financial
controls; and reviewing  the independence of the independent
accountants.

     Compensation Committee.  During fiscal 1994, Messrs.
Fisher, Orban   and   Schlein  served  as  members  of  the
Compensation Committee, which held one meeting.  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  compensation   levels.
All decisions   by  the  Compensation  Committee  relating   to
the compensation of the company's executive officers are reviewed
and approved by the full Board of Directors.

      Nominating Committee.  During fiscal 1994, Messrs.
Fisher, Johnson,  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 27, 1995.  The Nominating Committee did not
meet during the year.

     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 28, 1995.

<PAGE> 6

               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 1994, 1993 and 1992
fiscal years.



<TABLE>
<CAPTION>
                                                                                    Long-Term
                                  Annual Compensation                               Compensation Awards
__________________________________________________________________________________________________________
                                                                                 Restricted   Securities     All Other
                                                                                   Stock       Under-        Compen-
                                       Salary       Bonus        Other Annual      Awards        lying         sation
   Name and                              ($)         ($)         Compensation        ($)        Options         ($)
   Principal Position        Year       <F1>        <F2>             ($)            <F3>          (#)           <F4>
   <S>                       <C>       <C>          <C>          <C>             <C>          <C>            <C>

   Norman A. Ferber          1994      $513,750      $204,198                $0    $1,587,500     150,000       $4,538
   Chairman of the Board &   1993      $497,917            $0            $5,071            $0      15,000       $7,138
   Chief Executive Officer   1992      $471,250      $294,738              $608            $0      30,000       $6,978


   Melvin A. Wilmore         1994      $423,750      $142,588            $1,790      $158,750      25,000       $4,538
   President &               1993      $407,083            $0           $19,358      $197,500      25,000      $29,559
   Chief Operating Officer   1992      $375,000      $186,150           $18,067            $0           0      $52,966


   Michael Balmuth           1994      $359,167       $87,840            $6,050      $396,875      40,000       $7,015
   Executive Vice President, 1993      $332,083            $0           $25,479      $138,250      12,000      $34,867
   Merchandising             1992      $292,000       $80,541            $3,786      $621,300      20,000       $8,587


   Barbara Levy              1994      $267,333       $75,774            $4,474            $0       8,000       $4,690
   Senior Vice President &   1993      $195,000       $25,000                $0      $340,625      50,000           $0
   General Merchandising     1992           N/A           N/A               N/A           N/A         N/A         N/A
   Manager


   Barry S. Gluck            1994      $266,500       $45,774            $2,597      $317,500      20,000       $5,973
   Senior Vice President &   1993      $230,000            $0              $845       $98,750       8,000       $7,278
   General Merchandising     1992      $197,083       $48,523            $3,955      $133,000      15,000       $5,696
   Manager


<PAGE> 7
<FN>
<F1> Includes  all  payments of salary and deferred  compensation
     consisting of employee contributions to the company's
     Profit Sharing Plan described in footnote 4 below.  Ms.
     Levy joined Ross in May 1993.
     
<F2> 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.  For Ms. Levy the
     amount paid in 1994 includes part  of her sign-on bonus
     ($30,000) and the amount paid  to Ms. Levy in 1993 was
     part of her sign-on bonus.
     
<F3> Under  the  terms  of his Restricted Stock Grant
     Agreement, dated  March 15, 1994, Mr. Ferber was granted
     100,000 shares of  common  stock that vest on February 3,
     1997.  Under  the terms of  his  Restricted  Stock  Grant
     Agreement,  dated December 20, 1991, Mr. Wilmore was granted 
     50,000 shares of common  stock,  that  vest  as  follows:  12,500
     shares  on December  31,  1993,  and  12,500 shares  on
     each  one-year anniversary  thereafter, with all shares
     vested at  December 31,   1996.   Under  the  terms  of
     his  Restricted   Stock Agreement,  dated  March 18, 1991,
     Mr. Balmuth  was  granted 28,000  shares of common stock
     that vest as follows:   7,000 shares on each March 18th of
     1993, 1994, 1995 and 1996  with all shares vested on March
     18, 1996.  Under the terms of his Restricted  Stock
     Agreement,  dated  March  16,  1992,  Mr. Balmuth was
     granted 32,700 shares of common stock that vests as
     follows:  12,700  shares on March 17,  1992  and  20,000
     shares on March 16, 1996.  Under the terms of her Restricted
     Stock  Agreement, dated May 26, 1993, Ms. Levy  was
     granted 25,000  shares of common stock that vests as
     follows:  5,000 shares  on  each May 3rd of 1995, 1996 and
     1997  and  10,000 shares  on  May 3, 1998.  Under the
     terms of his  Restricted Stock Agreement, dated March 18,
     1991, Mr. Gluck was granted 21,000  shares  that  vest  as
     follows:  7,000  shares  each March 18th of 1993, 1994 and
     1995 with all shares vested  on March  18,  1995.   Under
     the terms of his Restricted  Stock Agreement,  dated
     March 15, 1994,  Mr.  Gluck  was  granted 20,000  shares
     of common stock that vests as follows:  5,000 shares  on
     March 15, 1996 and 15,000 shares  on  March  15,
     1997.   Dividends are payable to all holders  of
     restricted stock at the same rate as paid to all
     stockholders.
<F4> The amount listed for 1994, 1993 and 1992 for Messrs.
     Ferber and  Gluck  and  for 1994 for Ms. Levy consists  of
     company contributions  made  for the account of  executive
     officers under  the  Ross Stores Employees' Profit Sharing
     Retirement Plan,  a qualified plan under Sections 401(a)
     and 401(k)  of the  Internal Revenue Code of 1986, as
     amended (the  "401(k) Plan").  The 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  yearly compensation.   For
     every dollar that an eligible  employee contributes
     through payroll withholding, up to a maximum  of 3% of
     compensation, the company also contributes $1.00.  The
     amount  listed for Mr. Wilmore (i) in 1994 consists  of
     the company  contribution under the 401(k) Plan;  (ii)  in
     1993 consists of $22,396 for reimbursement of moving
     expenses and $7,163 for company contributions under the
     401(k) Plan  and; (iii)  in  1992  consists of $52,028
     for  reimbursement  of moving expenses and $938 for
     company contributions under the 401(k) Plan.  The amount
     listed for Mr. Balmuth (i) in  1994 consists of the
     company contribution under the 401(k) Plan; (ii) in 1993
     consists of $25,617 for reimbursement of moving expenses
     and  $9,250  for company contributions  under  the 401(k)
     Plan;  and  (iii)  in  1992  consists  of   company
     contribution under the 401(k) Plan.
</FN>
</TABLE>

     
     
OPTION GRANTS IN LAST FISCAL YEAR

The following table contains information concerning the grant
of stock  options under the company's 1992 Stock Option Plan
during fiscal  1994.   There are no provisions under the terms
of  this Plan for the granting of Stock Appreciation Rights
(SARs).


<TABLE>
                                                 Individual Grants
                                  Number of   % of Total
                                  Securities    Options                                 Potential Realizable
                                  Underlying   Granted to   Exercise                     Value at Assumed Annual
                                  Options      Employees    or Base                 Rates of Stock Price Appreciation 
                                  Granted      in Fiscal     Price     Expiration          for Option Term <F4>
Name and                              (#)         Year       ($/Sh)       Date
Principal Position                   <F1>         <F2>        <F1>        <F3>      0%        5%              10%

<S>                               <C>          <C>          <C>        <C>          <C>   <C>            <C> 

Norman A. Ferber                    150,000      20.91%     $15.875     03/15/04    $0    $1,497,555     $3,795,099
Chairman of the Board &
Chief Executive Officer


Melvin A. Wilmore                   25,000       3.48%      $15.875     03/15/04    $0     $249,593        $632,517
President &
Chief Operating Officer


Michael Balmuth                     40,000       5.58%      $15.875     03/15/04    $0     $399,348      $1,012,026
Executive Vice President,
Merchandising

Barbara Levy                         8,000       1.12%      $15.875     03/15/04    $0     $79,870         $202,405
Senior Vice President & General
Merchandising Manager


Barry S. Gluck                      20,000       2.79%      $15.875     03/15/04    $0     $199,674        $506,013
Senior Vice President & General
Merchandising Manager


All Stockholders                      N/A         N/A         N/A         N/A       $0   $238,839,885    $602,786,376


Named executive officers' gain        N/A         N/A         N/A         N/A       0%      1.02%            1.02%
as a percent of all stockholders'
gain




<PAGE> 9
<FN>
<F1> All options listed in the above table were granted on March
     15,   1994,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   1994 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".

<F2> A   total   of 717,400  shares  were  granted  in  the form  of
     nonqualified  stock   options   during   1994   to all
     participants  of the 1992 Stock Option Plan.

<F3> 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.
     
<F4> The   dollar   amounts   under   these   columns   are   the   result
     of calculations   at  0%  and  at  the  5%  and  10%  rates   set   forth
     by the    Securities    and   Exchange   Commission   and,   therefore,
     are not  intended  to    forecast   possible   future   appreciation, if
     any,   of   the   Registrant'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   2,   1994,   the  last  day  of  the  fiscal  month,   was
     valued at   $15.25,   the   closing   price  of   Ross   Stores,   Inc.'s
     Common Stock   on   March  31,  1994,  the  last  trading  day   of   the
     fiscal month.

</FN>
</TABLE>



<PAGE> 10
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>
                                  Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values

                                                                                          Number of
                                                                                         Securities
                                                                                         Underlying            Value of Unexercised
                                                                                        Unexercised            In-the-Money
                                                                                         Options at          Options at
                                                                                    Fiscal Year-End         Fiscal Year-End
                                                                                             (#)                  ($)
Name and                                                                               Exercisable/           Exercisable/
Principal Position                Shares Acquired             Value Realized ($)      Unexercisable           Unexercisable
                                  on Exercise (#)                 <F1>                  <F2>                      <F3>
<S>                               <C>                         <C>                     <C>                     <C>        

Norman A. Ferber                  33,588                        $223,043              195,000/0                    $0/0
Chairman of the Board &
Chief Executive Officer

Melvin A. Wilmore                      0                              $0              250,000/0                    $0/0
President &
Chief Operating Officer

Michael Balmuth                   28,000                       $234, 500               76,824/0                $9,347/0
Executive Vice President,
Merchandising

Barbara Levy                           0                              $0               58,000/0                    $0/0
Senior Vice President &
General Merchandising Manager

Barry S. Gluck                     3,000                         $26,250               63,019/0               $38,787/0
Senior Vice President &
General Merchandising Manager


<FN>
<F1> 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.
     
<F2> 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 cost.
     A portion  of  the exercisable shares shown in the Table
     above are unvested and subject to the right of repurchase
     by the company.
     
<F3> 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 ($10.5625) of Ross
     Stores Common Stock  on January 28, 1995 (the last trading
     date of the fiscal  year) 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.

</FN>
</TABLE>




<PAGE> 11
             BOARD OF DIRECTORS COMPENSATION COMMITTEE REPORT
                         ON EXECUTIVE COMPENSATION
                         
       The   Compensation  Committee  of  the  Board  of   Directors (the
"Committee"),  which  consists  of  three  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   material  
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 
is also to integrate executive pay  with  the  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  foregoing 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  significant  portion
of  each  executive  officer's  total compensation consists of components
with values which may vary from year to year depending upon the company's
achievement of its strategic objectives.

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 grants made under  its  1992 Stock  Option  Plan will be
fully deductible when an option  is  exercised. 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  nonexempt
compensation  for a particular executive, exceeds  the  $1  million limit
in  any  tax  year.   However,  the  Committee  believes  that  only
compensation paid to the company's Chairman and Chief Executive Officer
or President  and  Chief  Operating Officer is at  risk  of  not  being
fully deductible  because  of  the size of their restricted  stock
awards.    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.  The Committee believes
that  other  nonexempt  components  of  the  company's  executive
compensation,  including bonuses under the Incentive Compensation Plan,
when added together for  any executive, are unlikely to materially exceed
$1 million in the upcoming tax year.    The   Committee  will  continue
to  evaluate   periodically the advisability  of  qualifying certain elements 
of  the  company's executive compensation as fully deductible performance-based
compensation.

Executive Officers' 1994 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
or  her relative contribution in achieving the company's strategic goals.  
During 1994, the average  merit  increase in base salaries for all executive
officers  as  a group was 3.6%.

     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


<PAGE> 12
commencement of each fiscal year, the Committee and the Board of Directors
determine  the incentive payouts at varying levels of pre-tax earnings
for the  company and the percentage of year-end base salary payable in
the form of  bonuses  to  participants  based upon the  level  of  pre-
tax  earnings subsequently achieved by the company for the fiscal year.
At fiscal  year-end,  participants  are  paid incentive awards  based  on
this  previously determined formula.

      Based  on the targeted pre-tax earnings goal set for 1994,  the
Plan provided  for awards to executive officers that ranged from 28% to
65%  of base  salary, depending on the position of the executive officer.
However, potential  and  actual awards to participants over the  last
three  fiscal years have ranged  from 0% to 63% 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. During  fiscal 1994, the company did not meet its targeted 
pre-tax earnings goal. However, the company did achieve an actual level of 
pre-tax earnings relative  to  the  targeted goal that qualified for a lower
than targeted bonus payment  under the Plan.  Total payments made  under  the  
Plan  for fiscal  1994 to all executive officers as a group represented
approximately 22%  of  their  total cash compensation as a group and 24%
of  their  total salaries as a group.

      Stock Award Programs.  The company's stock award programs consist
of the  1988  Restricted Stock Plan ( "Restricted Stock Plan" ) and  the
1992 Stock OptionPlan ( "Option Plan" ).  A majority of the  
members  of  the Board  are  not  employees of the company 
and are 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: 
(1) to align the financial interests of the company's stockholders 
and the executive officers by providing incentives that  focus management  
attention on the successful long-term strategic  management  of the business
and appreciation in stockholder value; and (2)  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 as well as  to  protect  the  company against outside
offers of employment  to  key individuals.  The officers must satisfy
vesting requirements to obtain  the stock.  In addition, when making
grants of restricted stock  awards,  the Committee  also  
considers the same factors listed above for  stock option awards.

      All  stock option awards are granted with an exercise price based
on 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 fair market value of the company's 
common stockappreciates over the fair market value on the date of grant.  All 
awards made in fiscal 1994  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 cost.

Chief Executive Officer's 1994 Compensation

     A majority of the total potential compensation for the company's Chief
Executive Officer is in the form of annual incentive bonuses and stock
plan awards that  may  vary  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.
Mr.  Ferber's 1994  incentive  bonus and stock award compensation were
earned  under  the same plans made available to the executive officers,
as noted above.

      Salary.  Mr. Ferber's base salary is established by the terms of
his employment agreement entered into with the company on June 8, 1994,
amended March  16,  1995,  which extends through February 3, 1997,
unless  earlier extended, re-negotiated or terminated by the parties.  It
currently 


<PAGE> 13
provides for an annual salary of not less than $522,000.  Mr. Ferber's
1994 annual base salary of $515,000 represented an increase of 3% over
his  1993 base  salary.   (See " Employment Contracts, Termination of
Employment  and Change-In-Control  Arrangements" for further  discussion
of  Mr.  Ferber's employment agreement.)

       Bonus.    The  annual  incentive  bonus  portion  of  Mr.
Ferber's compensation  is  based on the company's achievement  of
targeted  pre-tax earnings,  as  established by the Committee and  the
Board  of  Directors. During fiscal 1994, the company did not meet its 
targeted pre-tax earnings goal,  but did achieve an actual level of 
pre-tax earnings relative to the targeted goal that qualified for a 
lower than targeted bonus payment under the  Incentive Compensation Plan. 
Mr. Ferber received an annual bonus  of $204,198 for 1994, which equaled 
28% of his total cash compensation and 40% of his salary for the period.

      Stock Awards.  Mr. Ferber received 100,000 shares of restricted
stock during 1994 that vest in full on February 3, 1997.  During 1994,
Mr. Ferber also  received  options under the Option Plan potentially
exercisable  for 150,000  shares  of  common stock with an exercise price
of  $15.875,  the closing  price  on  the  date  of  grant.  These
shares  vest  monthly  in progressively  increasing annual increments
over a period of  three  years. The  size of the 1994 restricted stock
and stock option grants made to  Mr. Ferber
were based primarily on the equity value deemed necessary,  in  the
Committee's  and Board of Directors' judgment, to ensure retention  of
Mr. Ferber over the vesting period of these shares. Secondary considerations,
all  relatively equal in weight, in determining the size of his 1994
equity grants were Mr. Ferber's position with the company, his past and  
expected future   contributions  to  the  achievement  of  the  company's
strategic objectives, his existing stock ownership position and the level of
previous equity grants.  During 1992  and 1993, Mr. Ferber  did  not  receive  
any restricted  stock  awards  and only received  modest  stock  option
grants potentially exercisable for 30,000 and 15,000 shares respectively.


              SUBMITTED BY THE COMPENSATION COMMITTEE OF THE
                      COMPANY'S BOARD OF DIRECTORS
                                    
Donald G. Fisher   George P. Orban   Philip Schlein



<PAGE> 14
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, 1990 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

                                  (GRAPH)

                            1990  1991    1992   1993   1994  1995
ROSS STORES                 $100   $52    $179   $184   $110   $91
S&P 500                     $100  $108    $133   $147   $166  $167
S&P RETAIL COMPOSITE        $100  $117    $164   $196   $189  $175



<PAGE> 15

Compensation of Directors

      During the fiscal year ended January 28, 1995, directors who were
not employees  of the company received an annual retainer fee of $23,000,
plus $1,000 for attendance at each Board Meeting and $500 for attendance
at each meeting  of a committee of the Board.  For the fiscal year ending
February 3,  1996,  directors who are not employees of the company will
receive  an annual  retainer  of  $24,000, plus $1,000 for  attendance
at  each  Board Meeting  and  $500  for attendance at each meeting of a
committee  of  the Board.   For both fiscal 1995 and 1994, if more than
one committee  meeting is  held  on the same day, each committee member
receives payment for  only one committee meeting.  Travel expenses are
reimbursed.

      In  addition  to compensation received as a Board member,  Stuart
G. Moldaw,  Chairman  Emeritus, receives an annual  fee  of  $80,000  for
his services  as consultant to the company, and he also receives
administrative support.  The company pays the annual premium of
approximately $128,000  on a  split-dollar life insurance policy, face
value $4 million, held  by  Mr. Moldaw.   In  the  most  recent fiscal
year, $65,230  of  the  premium  was reported  as taxable compensation to
Mr. Moldaw and $63,330 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.")

C
ompensation Committee Interlocks and Insider Participation

      Mr.  Fisher,  Mr.  Orban and Mr. Schlein served on  the
Compensation Committee of the Board of Directors for the past fiscal
year.

Employment  Contracts,  Termination  of  Employment  and  Change-In-
Control Arrangements

      The  company  and Norman A. Ferber, Chairman of the Board  and
Chief Executive  Officer, entered into an employment agreement on June
8,  1994, amended March 16, 1995, and extends through February 3, 1997.
Upon  notice from Mr. Ferber, at specified times, the Board will consider
extending  the agreement for successive two-year periods.  The agreement
provides that Mr. Ferber  will receive an annual salary of not less than
$522,000  and  that, after  January  27,  1996,  Mr. Ferber may elect  to
step  down  as  Chief Executive Officer but continue to serve as Chairman
of the Board throughout the term of the agreement with no change in
compensation.  In the event (i) Mr.  Ferber's  employment involuntarily 
terminates due to disability; (ii) the  company  terminates  
his  employment without  cause  and,  incertain instances, 
for cause; or (iii) he resigns for good reason, Mr. Ferber 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. Ferber would become
fully vested and he would  be entitled  to those restricted stock shares
which are vested as of the  date of his termination based upon vesting in
equal monthly installments over  a three-year  period  beginning February
3, 1994.   Additionally,  under  the above circumstances or if 
Mr. Ferber's employment involuntarily terminates due to death, 
the company would continue Mr. Ferber's (and/or his eligible 
dependents)  health care coverage under the company's benefit
plans  at  no cost to Mr. Ferber (and/or his eligible dependents) for a
five year period. Further,  he  would  be reimbursed for any excise taxes
paid  pursuant  to Internal  Revenue Code Section 4999.  In the event
there  is  a  change-incontrol of the company, all restricted stock and
stock options held by  Mr. Ferber would become fully vested (except as
described below).

      The  company  and  Melvin A. Wilmore, President and  Chief
Operating Officer, entered into an employment agreement as of March 15,
1994, amended March 16, 1995, and extends through February 3, 1997. Upon
notice from  Mr. Wilmore  at specified times, the Board will consider
extending the term  of the agreement for successive two-year periods.
The agreement provides that Mr.  Wilmore  will receive an annual salary
of not less than $430,000.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 remaining term
of  the  employment agreement; all stock options held by Mr. Wilmore
would become fully vested. Additionally,  under  the above circumstance,
(i) Mr. Wilmore's  restricted stock grant agreement, dated March 15, 1994,

<PAGE> 16
provides  that  he would be entitled to those 45,000 shares  of
restricted stock which are vested as of the date of his termination based
upon vesting in  equal monthly installments over a three-year period
beginning March 15, 1994; and  (ii)  Mr. Wilmore's restricted stock grant
for  20,000  shares provides  that he would be entitled to those restricted 
stock shares which are  vested as of the date of his termination based upon 
vesting in  equal monthly  installments over a three-year period beginning  
March 16,  1995. Additionally, he would be reimbursed for any excise taxes 
paid pursuant  to Internal  Revenue Code Section 4999.  In the event there  is
a  change-incontrol of the company, all restricted stock and stock
options held by  Mr. Wilmore would become fully vested (except as
described below).

       The   company   and  Michael  Balmuth,  Executive  Vice President,
Merchandising, entered into an employment agreement as of February 1, 1995
which extends through February 3, 1997.  Upon notice from Mr.  Balmuth  at
specified  times,  the  Board  will consider  extending  the  term  of
the agreement for successive two-year periods.  The agreement provides
that Mr. Balmuth  will receive an annual salary of not less than
$384,000.   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  are vested  as  of  the  date of his
termination based upon  vesting  in  equal monthly  installments over a
two-year period beginning  February  1,  1995. Additionally, he would be
reimbursed for any excise taxes paid pursuant  to Internal  Revenue Code
Section 4999.  In the event there  is  a  change-incontrol of the
company, all restricted stock and stock options held by  Mr. Balmuth
would become fully vested (except as described below).

      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  mergers 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 new owners.


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, is due on February 5, 1996.
The  amount outstanding on March 31, 1995 was $300,000.

      The  company  leases three stores in Roseville, Dublin and  East
San Jose, 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 1994, the company
paid $262,500  in  rent. Mr. Moldaw's  and his trusts' interests in the 
partnership total  40.38%.  The Dublin,  California store is leased from a 
partnership in which Mr. Moldaw, trusts  established  by Mr. Moldaw and members 
of his  family are  limited partners.  In fiscal 1994, the company paid 
$243,571 in rent.  Mr. Moldaw's and  his family's interests in the partnership 
total 86.57%.  The East  San Jose,  California store is leased from a limited
partnership in  which  Mr. Moldaw,  trusts  established by Mr. Moldaw and
members of  his  family  are affiliated.   In  fiscal  1994, the company
paid  $233,215  in  rent. Mr. Moldaw's,  his trusts' and his family members' 
interests in the partnership total 6.2%.  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.



<PAGE> 17
 
                              PROPOSAL 1
                                    
                     ELECTION OF CLASS III DIRECTORS
                                    
                                    
      If  elected, each nominee will hold office for a three-year  term
or until  his  or  her  successor is elected and qualified unless  he  or
she resigns  or  his or her 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

      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 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
v
ote FOR  the  three nominees listed under "Information Regarding
Nominees  And Incumbent Directors."


    SUPPORTING ARGUMENTS FOR INCREASING THE SHARE RESERVES FOR THE
    OPTION PLAN, RESTRICTED STOCK PLAN AND EMPLOYEE STOCK PURCHASE
    PLAN
                              (Proposals 2-4)
                              
                              
      The  Board  of  Directors  believes that the  company's  stock
award programs,  consisting  primarily of the 1992  Stock  Option  Plan
("Option Plan")  and the 1988 Restricted Stock Plan ("Restricted Stock
Plan"),  have played  a key role in enabling Ross Stores to recruit,
motivate and  retain an  effective  group of senior and middle level
management.   The  need  to amend  the Option Plan has caused management
and the Board of Directors  to re-evaluate the long-term role of the
Option, Restricted Stock and Employee Stock  Purchase Plans in providing
appropriate incentives to  increase  the value  of  the  company  for the
benefit of its  stockholders.   From  that review,  it  was  determined
that these stock award  programs  continue  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 meaningful amount of total compensation in  the  form
of equity-based   grants  more  clearly  focuses  management's  attention on
developing  and implementing strategies that will positively affect long-term
valuation of  the  stock.   Further,  equity-based  compensation  is
directed  to  those  employees who can have  a  meaningful  effect  on
the company's performance.

      The  Board of Directors recommends a vote in favor of these
proposals for two important reasons:

- -    The  company's  equity compensation programs enable Ross  to
attract,  motivate   and   retain  the  key  employees,  particularly   in
the  merchandising  organization, necessary to compete in  an
increasingly tough environment for off-price apparel retailers.
     
  A  key  management 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 of the

<PAGE> 18
  organization  --  management,  buyers and  assistant  buyers.   The
  equity programs  -- in particular the Option and Restricted Stock Plans
  --  are important  vehicles  that strengthen the overall
  competitiveness  of  the company's  compensation  packages and  enable
  Ross  to  accomplish  this strategic   objective.   These  programs
  helped  the   company   deliver respectable  financial  results in
  1994.  By  way  of  example,  the  two strongest  performing
  businesses this past year were  Home  Accents  and Dresses,  both  of
  which  have  benefited  from  the  addition  of new
  merchandise  management and buyers.  Each of these areas realized
  strong sales  gains over last year and were ahead of plan as well.
  Despite  one of the toughest climates ever for off-price retailers, 
  Ross was one  of just  two  companies in its industry to 
  report gains in both  same store sales  and  earnings per share 
  for the year.  During  1994,  Ross Stores comparable  store 
  sales increased 2%, and earnings per share rose  9%  to $1.24.
  
     -  The  company's  stock  award  programs are broadbased  throughout the
        organization, enabling Ross to develop both a strong senior and
        middle management team that has had relatively low turnover in the
        last  few years.
     
     - Restricted  stock is granted to about 60 people in key positions at
       the middle to upper management levels.
   
     - Stock  options  are more widely disseminated, with grants  to
       about 350  employees  down  through the middle  management  ranks
       of  the organization.

     - The  Employee Stock Purchase Plan offers all qualified employees
       an opportunity  to  become  stockholders  and  had  approximately
       800 participants in 1994, the most recent offering period.

      The total proposed increase in shares for all three plans amounts
to 2.4  million,  or  about 9.7% of total common stock outstanding.
However, dilution  from  the  equity  compensation plans  has  been
offset  by  the company's  stock  repurchase programs over the past
several  years.   As  a result, fully-diluted shares outstanding today
are actually lower than they were in 1988 when the company initiated its
first stock repurchase program.

      The  company's Board of Directors and management firmly believe
that effective   equity  compensation  programs  represent  a  key
competitive advantage  in  today's  increasingly  difficult  environment
for   apparel retailers, and in particular, the off-price sector.  These
programs  helped Ross  Stores  deliver  respectable financial performance
relative  to  its industry in 1994.  Approval of these proposals is
critical to enabling  the company to continue to make progress in 1995
and beyond.


      The  employee equity compensation awards to be made under the
Option Plan, Restricted Stock Plan and Purchase Plan for 
the remainder of  fiscal 1995  and future years are not 
determinable now.  The following table shows the  grants made to the 
indicated executive officers and groups for fiscal 1995, as  of  April 10, 
1995, under then Option Plan and  Restricted  Stock
Plan.   The company anticipates that for fiscal 1995 these amounts will
be approximately  86%  of  the options granted and approximately  92%  of
the restricted stock awarded.  Any grants or awards made under these two
plans during  the  remainder of the fiscal year will be to new hires  or
due  to promotions.   The information for the Purchase Plan reflects the
purchases made  during  fiscal 1994 since the number of shares to  be
purchased  for fiscal  1995  and  future  years  is not  determinable
now.   Non-employee directors  are  not eligible to participate in the
company's  Option  Plan, Restricted Stock Plan or the Purchase Plan.


     On April 10, 1994, the fair market value of the company's Common
Stock was $10.875.


<PAGE> 19

<TABLE>
                                       1992 STOCK OPTION     1988 RESTRICTED      EMPLOYEE STOCK
                                             PLAN              STOCK PLAN          PURCHASE PLAN
                                                  NUMBER               NUMBER              NUMBER
                                       DOLLAR       OF      DOLLAR       OF     DOLLAR      OF
          NAME & POSITION               VALUE     SHARES     VALUE     SHARES    VALUE      SHARES
                                        <F1>                 <F2>                <F3>
<S>                                    <C>        <C>        <C>       <C>      <C>         <C>  
Norman A. Ferber                         $0       45,000      $0         0      $20,706      1,904
Chairman & Chief Executive Officer

Melvin A. Wilmore                        $0       30,000   $217,500    20,000   $20,706      1,904
President & Chief Operating Officer

Michael Balmuth                          $0       20,000   $163,125    15,000   $8,145         749
Executive Vice President,
Merchandising

Barbara Levy                             $0       20,000   $135,938    12,500   $9,092         836
Senior Vice President & General
Merchandising Manager

Barry S. Gluck                           $0       10,000    $65,250    6,000    $15,073      1,386
Senior Vice President & General
Merchandising Manager

Irene A. Jamieson                     N/A <F4>   N/A <F4>  $184,875    17,000  N/A <F4>      N/A<F4>
Senior Vice President & General
Merchandising Manager

All Executive Officers as a group        $0       233,000  $995,063    91,500  $202,830      18,651 
(13 persons, including the above)

Non-Executive Officers as a group        $0       136,000  $554,625    51,000  $182,222      16,756 
(21 persons)

All employees as a group (excluding      $0       250,800  $483,938    44,500  $875,133       80,472 
the company's officers)


<FN>
<F1> Based   on   the   difference   between   the   exercise   price   of   the
     options   ($11.750)   and   the  fair  market  value   of   the
     company's Common    stock   on   April   10,   1995.    All   options   are
     granted with   an   exercise   price   equal  to   the   fair   market
     value   as determined by the closing price on the date of grant.
     
<F2> Based   on   the   fair  market  value  of  the  company's   common
     stock on April 10, 1995.
     
<F3> Based   on   the   fair  market  value  of  the  company's   common
     stock on   April   10,   1995.    Pursuant  to  the   terms   of   the
     Purchase Plan,   each   employee's   purchase  price  was   85%   of
     the   closing price on December 30, 1994.
     
<F4> Information   not   required   under   Item   10   of   Schedule   14A
     of the Exchange Act.
     
</FN>
</TABLE>

     
     

<PAGE> 20

                           PROPOSAL 2

                     1992 STOCK OPTION PLAN
  APPROVAL OF AMENDMENTS TO (1) INCREASE THE SHARE RESERVE BY
  1,200,000 SHARES AND (2) LIMIT THE NUMBER OF SHARES OF COMMON
   STOCK UNDERLYING OPTIONS GRANTED TO ANY SINGLE EMPLOYEE PER
                           FISCAL YEAR
                           
                           
Background

   The Board has adopted, subject to stockholders' approval,
amendments to the Option Plan which (i) 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 1,200,000
shares of Common Stock; and (ii) limits the number of shares of
Common Stock underlying options granted to any single employee
per fiscal year to 2% of the shares outstanding on April 10,
1995, subject to the adjustment for stock splits or other
changes in the company's capital structure (the "Amendments").

     In 1993, changes were made to the federal corporate income
tax law that limit the ability of public companies to deduct
compensation in excess of $1 million paid annually to the
company's CEO and the four other most highly compensated
executive officers. There are exemptions from this limit -
including compensation based on the attainment of performance
goals established by the Compensation Committee and approved by
the company's stockholders.  Currently, any compensation paid
by the company pursuant to the Option Plan is excluded from
this $1 million limitation.  However, if the stockholders
approve the proposed increase to the share reserve of the
Option Plan, the company will be unable to rely upon this
exemption unless the stockholders also approve a limit on the
aggregate number of shares of stock underlying the options that
may be granted after such amendment to any eligible employee
under the Option Plan during the fiscal year.  The Board of
Directors' policy is to seek to qualify executive compensation
for deductibility to the extent possible and consistent with
the company's overall objectives in attracting, motivating and
retaining its executives.

Vote Required

     The affirmative vote of a majority of the shares of Common
Stock present or represented and entitled to vote at the Annual
Meeting is required for approval of this proposal.  Abstentions
will be counted as present in determining if a quorum is
present and will be counted as if voted against this proposal.
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
s
tockholders vote FOR approval of the Amendments to the Option
Plan.

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 addressed to Earl T. Benson, Senior
Vice President and Chief Financial Officer, 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 be either 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.

<PAGE> 21
     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 1,200,000 shares, subject to
adjustment for stock splits or other changes in the company's
capital structure.  As of April 10, 1995, 460,991 shares remain
available for future stock option grants and 3,367,883 shares
are outstanding and eligible for exercise.  In addition, the
Board has amended the plan, also subject to stockholder
approval, to limit the number of shares for which options may
be granted to any employee within any fiscal year to no more
than two percent of the number of shares of Common Stock of the
company issued and outstanding on April 10, 1995.  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
such option is not exercised or the repurchased shares are
returned to the plan and become available for future grants.

     All employees (including officers) of the company, persons
who become employees within thirty (30) days of the date of
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 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.  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 that the
option price, by a minimum cash down payment and the optionee's
promissory note for the balance (if permitted by 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 will or the laws
of descent and distribution or 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
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.


<PAGE> 22
     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 options under the Option Plan.

     Summary of the Federal Income 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.

     Incentive Stock Options.  Options designated as incentive
stock options are intended to fall within the provisions of
Section 422 of the Code.  An optionee recognizes no taxable
income as the result of the grant or exercise of an option for
regular income tax purposes but may, as described below, become
subject to the alternative minimum tax upon the exercise of an
incentive stock option.

   For optionees who neither dispose of their shares for two
years following the date the option was granted nor within one
year following the transfer of the shares upon exercise of the
option, the gain on sale of the shares (which is the difference
between the sale price and the purchase price of the shares)
will be taxed as long-term capital gain.  If an optionee
satisfies such holding periods upon a sale of the stock, the
company will not be entitled to any deduction for federal
income tax purposes. If an optionee disposes of shares within
two years after the date of grant or within one year from the
date of exercise (a "disqualifying disposition"), the
difference between the option price and the fair market value
of the shares on the Determination Date, as defined below, (not
to exceed the gain realized on the sale if the sale is at a
loss) will be taxed at ordinary income rates at the time of
disposition.  Any gain in excess of that amount will be a
capital gain.  If a loss is recognized, there will be no
ordinary income, and such loss will be a capital loss.  A
capital gain or loss will be long-term if the optionee has held
the shares more than twelve months.  Any ordinary income
recognized by the optionee upon the disposition of stock
generally should be deductible by the Company for federal
income tax purposes, subject to the limits on deductible
compensation paid to certain executive officers imposed under
Section 162(m) of the Code.

     The difference between the option price and the fair
market value of the shares on the Determination Date of
exercise of an incentive stock option is an adjustment item for
alternative minimum tax purposes which could subject an
optionee to an alternative minimum tax which is to be paid if
such tax exceeds the regular tax for the year.  Special rules
may apply with respect to certain subsequent sales of the
shares in a disqualifying disposition, certain basis
adjustments for purposes of computing the alternative minimum
taxable income on a subsequent sale of the shares, and tax
credits which may arise with respect to optionees subject to
the alternative minimum tax.

     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 an 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.  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 date of recognition of income, will be taxed as a
capital gain or loss.  A capital gain or loss will be long-term
if the optionee has held the shares more than twelve months
from the Determination Date.  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 an
nonqualified stock option, subject to the limits on deductible
compensation paid to certain executives imposed under Section
162(m) of the Code.

<PAGE> 23
     Potential Limitation on Company Deductions.  Section
162(m) of the Code denies a deduction to any publicly held
corporation for compensation paid to certain employees 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 grant.  If the stockholders approve the Amendments,
compensation received from grants made under the Option Plan
will be treated as performance-based compensation and,
therefore, will be excluded for purposes of calculating the $1
million deduction limit.

                          PROPOSAL 3
                               
                   1988 RESTRICTED STOCK PLAN
APPROVAL OF AN AMENDMENT TO INCREASE THE SHARE RESERVE BY
                             800,000 SHARES
                             
                             
Background

     The Board of Directors believes that, for the reasons
previously discussed, the availability of an adequate number of
shares in the share reserve for the Restricted Stock Plan is an
important factor in attracting, retaining and motivating the
qualified officers and employees essential to the success of
the company.  Therefore, subject to stockholder approval, the
Board has amended the Restricted Stock Plan to increase the
number of shares reserved for issuance under the Restricted Stock Plan by
800,000 shares.

Vote Required

     The affirmative vote of a majority of the shares of Common
Stock present or represented and entitled to vote at the Annual
Meeting is required for approval of this proposal.  Abstentions
will be counted as present in determining if a quorum is
present and will be counted as if voted against this proposal.
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 stockholders
v
ote FOR approval of this proposal to increase the shares
reserve for the Restricted Stock Plan.



Summary of the Restricted Stock Plan

     The following summary of the Restricted Stock Plan is
qualified in its entirety by the specific language of the
Restricted Stock Plan, as amended.  Copies of the Restricted
Stock Plan are available to any stockholder upon request
addressed to Earl T. Benson, Senior Vice President and Chief
Financial Officer, Ross Stores, Inc., 8333 Central Avenue,
Newark,  California  94560.

     The Restricted Stock Plan is administered by the Board of
Directors or a committee of members of the Board appointed by
the Board.  Under the Restricted Stock Plan, all employees
(including officers) of the company and any current or future
parent or subsidiary corporation of the company are eligible to
receive shares of Common Stock pursuant to the Restricted Stock
Plan ("Plan Shares").  The Board in its sole discretion, 
determines which individuals will be awarded Plan Shares 
("Participants"), the number of shares


<PAGE> 24
awarded and the vesting of the Plan Shares.  Plan Shares are
granted at no cost to the Participant.

     Subject to approval by the stockholders, the Board has
amended the Restricted Stock Plan to increase the aggregate
number of shares issuable under the plan by 800,000 shares.  As
of April 10, 1995, only 38,300 shares remained available for
future awards.    The Restricted Stock Plan provides that
appropriate adjustments will be made to the share reserve 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 Plan
Shares are reacquired by the company, such shares are returned
to the plan and become available for future grants.

     Vesting of Plan Shares is set forth in a stock grant
agreement executed between the company and the Participant.
Plan Shares typically vest two to five years after the date of
grant. In the event a Participant's employment with the company
is terminated before his or her Plan Shares vest, all unvested
shares are automatically reaquired by the company at no cost.

     The standard form of stock grant agreement provides that,
in the event of certain mergers, sales of the company's voting
stock or assets in which there is a change-in-control of the
company, all Plan Shares become immediately and fully vested and no
longer subject to forfeiture.

     The Board of Directors may at any time terminate or amend
the Restricted Stock Plan.  However, the rights of a
Participant with respect to Plan Shares granted prior to any
such action by the Board may not be impaired without such
Participant's consent. Unless extended by the Board, the
Restricted Stock Plan will terminate on March 14, 1998.

Summary of the Federal Income Tax Consequences of the
Restricted Stock 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 Restricted Stock Plan.

     A Participant will recognize ordinary income on the
Determination Date (as described below) in an amount equal to
the fair market value on the Determination Date of the stock
acquired under the Restricted Stock Plan.  Generally, such
oridinary income is subject to withholding of income and
employment taxes. The company generally should be entitled to a
deduction equal to the amount of ordinary income recognized by
the Participant, subject to the limit on the deductibility of
compensation paid to certain executives imposed under Section
162(m) of the Code.

      Under Section 162(m) of the Code, certain kinds of
compensation, including qualified "performance-based
compensation," are disregarded for purposes of this deduction
limitation.  Since the company's standard form of stock grant
agreement does not make vesting of these grants contingent upon
the achievement of an objective performance goal, compensation
received from grants made under the Restricted Stock Plan will
not be treated as "performance-based compensation" and,
therefore, will be included for purposes of calculating the $1
million deduction limit.

     The Determination Date for a Participant's Plan Shares is
the date those Plan Shares vest or, if applicable, the later
date when they are no longer subject to a substantial risk of
forfeiture pursuant to Section 16(b) of Exchange Act and are
not subject to trading restrictions under the company's trading
window policy.  However, the Participant may elect pursuant to
Section 83(b) of the Code to have the determination date be the
date the Plan Shares are transferred to the Participant by
filing an election (a "Section 83(b) Election") with the
Internal Revenue Service not later than 30 days after the date
of such transfer.

     In general, any gain or loss recognized by the Participant
on the sale or exchange of the Plan Shares should be capital
gain or loss.  Such gain or loss will be long-term if the
Participant holds the Plan Shares for more than twelve months
after the Determination Date and short-term if the Participant
holds the Plan Shares for twelve months or less after the
Determination Date.  The Participant's basis in such Plan
Shares should generally be the fair market value of such Plan
Shares on the Determination Date.

<PAGE> 25
There are no federal income tax consequences to the company as
a result of a sale or exchange of the Plan Shares by the
Participant.



                          PROPOSAL 4

                  EMPLOYEE STOCK PURCHASE PLAN
                  APPROVAL OF AN AMENDMENT TO
                  INCREASE THE SHARE RESERVE BY
                         400,000 SHARES
                             
                             
Background

     The Third Amended and Restated Employee Stock Purchase
Plan (the "Purchase Plan") is a broad-based equity compensation
plan. The Purchase Plan encourages broad employee stock
ownership and the level of participation in this voluntary plan
indicates its success in practice.  Almost 800 employees
purchased company stock through the Purchase Plan in 1994.  The
Board believes that the availability of an adequate number of
shares in the share reserve of the Purchase Plan is an
important factor in attracting, retaining and motivating
qualified employees essential to the success of the company.
Therefore, subject to stockholder approval, the Board has
amended the Purchase Plan to increase the number of shares
reserved for issuance under the Purchase Plan by 400,000
shares.

Vote Required

     The affirmative vote of a majority of the shares of Common
Stock present or represented and entitled to vote at the Annual
Meeting is required for approval of this proposal.  Abstentions
will be counted as present in determining if a quorum is
present and will be counted as if voted against this proposal.
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
s
tockholders vote FOR approval of this proposal to increase the
shares reserve for the Purchase Plan.



Summary of the Purchase Plan

     The following summary of the Purchase Plan is qualified in
its entirety by the specific language of the Purchase Plan, as
amended.  Copies of the Purchase Plan are available to any
stockholder upon request addressed to Earl T. Benson, Senior
Vice President and Chief Financial Officer, Ross Stores, Inc.,
8333 Central Avenue, Newark, California 94560.

     The Purchase Plan enables employees to purchase shares of
the company's Common Stock through payroll deduction.  Subject
to approval by the stockholders, the Board has amended the
Purchase Plan to increase the maximum aggregated number of
shares issuable under the plan by 400,000 shares.  As of April
10, 1994, only 89,030 shares remained available for purchase
under the Plan. The Purchase Plan provides that appropriate
adjustments will be made to the shares subject to purchase and
in the purchase price in the event of any stock dividend, stock
split, reverse stock split, combination, reclassification,
merger, sale, reorganization or similar change in the capital
structure of the company.  To the extent that any purchase
right under the Purchase Plan expires or is terminated, the
shares subject to the unexercised portion of such purchase
right are returned to the plan.

     The Purchase Plan is administered by the Board of
Directors or a committee of members of the Board appointed by
the Board. The Board of Directors may at any time amend or
terminate the Purchase Plan, except that approval of the
company's stockholders is required to increase the number of
shares authorized for issuance under the Purchase Plan or to
change the designation of corporations 


<PAGE> 26
whose employees may purchase shares of the company's Common 
Stock pursuant to the Purchase Plan.  The Plan will 
continue until terminated by the Board of Directors or all of 
the shares reserved for issuance under the Purchase Plan have been issued.

     Any employee of the company or any parent or subsidiary
corporation of the company (including any officer or director
who is also an employee) is eligible to participate in the
Purchase Plan as long as the employee is customarily employed
for more than five months in any calendar year and for at least
20 hours per week.  Participation in the Purchase Plan is
limited to employees who have completed at least six months of
continuous employment as of the commencement of an Offering (as
defined below).  However, no employee who owns or holds options
to purchase, or who as a result of participation in the
Purchase Plan would own or hold options to purchase, 5% or more
of the company's Common Stock is entitled to participate in the
Purchase Plan.

     The Purchase Plan, which qualifies under Section 423 of
the Code, is implemented by two separate offerings of Common
Stock each year (any one of which is referred to an
"Offering").  One Offering is for a period of twelve months,
beginning on or about January 1 of each year; the  other
Offering is for a period of six months, beginning on or about
July 1 of each year.  Employees are eligible to participate in
the six-month Offering if they meet the eligibility criteria
set forth above and if they are not participating in the annual
Offering.  To participate, eligible employees must authorize
payroll deductions which may not exceed 10% of the
participant's compensation for any pay period during an
Offering.  The purchase price per share at which the shares of
the company's Common Stock are sold under the Purchase Plan is
equal to 85% of the lesser of the fair market value of the
Common Stock on (i) the first day of the Offering or (ii) the
last day of the Offering.  The number of shares of the
company's Common Stock a participant purchases in each Offering
is determined by dividing the total amount of payroll
deductions withheld from the participant's compensation by the
per share purchase price.  In a single twelve month Offering,
participants may not purchase more than that number of shares
of the company's Common Stock having a fair market value
(determined as of the first day of the Offering) exceeding
$25,000 and in a single six month Offering, participants may
not purchase more than that number of shares of the company's
Common Stock having a fair market value exceeding $12,500.

Summary of the Federal Tax Consequences of the Purchase 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 Purchase Plan.

     Rights granted under the Purchase Plan are intended to
qualify for favorable federal tax treatment associated with
rights granted under an employee stock purchase plan which
qualifies under provisions of Section 423 of the Code.

    A participant will be taxed on amounts withheld for the
purchase of shares as if such amounts were actually received.
Other than this, a participant recognizes no taxable income
either as a result of commencing to participate in the Purchase
Plan or purchasing shares of the company's Common Stock under
the terms of the Purchase Plan.

    If a participant disposes of shares acquired under the
Purchase Plan, at least two years after the beginning of the
Offering and at least one year after the stock is transferred
to the participant, then the lesser of (i) the excess of the
fair market value of the stock at the time of such disposition
over the purchase price or (ii) the excess of the fair market
value of the stock as of the beginning of the Offering over the
purchase price (determined as if the shares were purchased at
the beginning of the Offering) will be treated as ordinary
income. Any further gain or any loss will be taxed as a long-
term capital gain or loss.  Capital gains currently are
generally subject to lower tax rates than ordinary income.  The
maximum capital gains rate for federal income tax purposes is
28% while the ordinary rate is effectively 39.6% at the present
time.

   If the participant disposes of shares acquired under the
Purchase Plan before the expiration of either of the holding
periods described above (a "disqualifying disposition"), then
the excess of the fair market value of the stock on the
purchase date over the purchase price will be treated as
ordinary

<PAGE> 27
income at the time of such disposition.  The balance of any
gain will be treated as capital gain.  Even if the stock is
later disposed of for less than its fair market value on the
exercise date, the same amount of ordinary income is attributed
to the participant, and a capital loss is recognized equal to
the difference between the sale price and the fair market value
of the stock on the purchase date.  Any capital gain or loss
will be long or short-term depending on whether the stock has
been held for more than one year.

     There are no federal income tax consequences to the
company by reason of the grant or exercise of rights under the
Purchase Plan.  The company is entitled to a deduction in the
year of a disqualifying disposition equal to the amount of
ordinary income recognized by the participant as a result of
the disposition, except to the extent such deduction is limited
by Section 162(m) of the Code and the satisfaction of a tax
reporting obligation.

           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 February 3, 1996.  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.


                      PROXY SOLICITATION
                               
The cost of solicitation of Proxies will be borne by the
company. The company has retained Georgeson & Co. to assist in
soliciting proxies by mail, telephone and personal interview
for a fee of $8,000 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 27, 1995 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,
                                   Earl T. Benson, Secretary
Dated:  April 25, 1995

<PAGE>


Front:

PROXY
ROSS STORES, INC.

The  undersigned hereby appoints Norman A. Ferber 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 25, 1995  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.

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

The  undersigned hereby acknowledges receipt of:  (a)  Notice
of Annual  Meeting  of Stockholders dated April 25,  1995;  (b)
the accompanying  Proxy  Statement; and  (c)  the  Annual
Report  to Stockholders  for  the  fiscal year ended January
28,  1995  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 Secretary of the Corporation, 
gives notice of such revocation.

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

ADDRESS CHANGE




See Reverse Side
Back:

Common                   X  Please mark your choices like this
THE  BOARD  OF  DIRECTORS RECOMMENDS A VOTE "FOR"  THE
FOLLOWING PROPOSALS:
PROPOSAL 1.       Election  for a three-year term of three Class
                  III  Directors  proposed  in the  accompanying
                  Proxy Statement.
            
                  Norman  A. Ferber   Philip Schlein   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 amendments to the 1992 Stock
Option Plan  to  (i) increase the share reserve by
1,200,000 shares   and   (ii)  limit  the  number
of   shares underlying  options  granted to a
single  individual per fiscal year.
            
                 FOR  AGAINST   ABSTAIN

PROPOSAL 3. To  approve  the  amendment to  the  1988
Restricted Stock  Plan to increase the share reserve by
800,000 shares.
            
                 FOR  AGAINST   ABSTAIN

PROPOSAL 4. To  approve  the  amendment  to  the  Employee
Stock Purchase  Plan  to  increase  the  share  reserve
by 400,000 shares.
            
                 FOR  AGAINST   ABSTAIN

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

Please mark this box if you have written an address change on
the reverse side.

Dated:     (Be sure to date Proxy)                 , 1995
          Authorized Signature

          Printed Name
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 and  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.

YOUR VOTE IS IMPORTANT TO THE COMPANY

=============================

                        ROSS STORES, INC.
                     AMENDED AND RESTATED
                    1992 STOCK OPTION PLAN
                               
                               
                               
                               
          1.   Purpose.  On February 24, 1984, the Ross Stores, Inc.
1984 Stock Option Plan (the "Initial Plan") was adopted. On
February 19, 1987, the Initial Plan was amended and restated in
its entirety (the "First Plan").  On March 14, 1988, the First
Plan was amended and restated in its entirety (the "Second
Plan").  On March 17, 1989 the Second Plan was amended and
restated in its entirety (the "Third Plan").  On March 18, 1991
the Third Plan was amended and restated in its entirety (the
"Fourth Plan").  On March 16, 1992, the Fourth Plan was amended
and restated in its entirety and renamed the Ross Stores, Inc.
1992 Stock Option Plan (the "1992 Plan").  The 1992 Plan is
hereby amended and restated in its entirety (the "Plan"),
effective as of the date of the 1995 Annual Meeting of the
Stockholders of Ross Stores, Inc.  The Plan is established to
create additional incentive for key employees, consultants, and
certain prospective key employees of Ross Stores, Inc. and any
present or future parent and/or subsidiary corporations of such
corporation (collectively referred to as the "Company") to
promote the financial success and progress of the Company. For
purposes of the Plan, a parent corporation and a subsidiary
corporation shall be as defined in sections 424(e) and 424(f)
of the Internal Revenue Code of 1986, as amended (referred to
herein as the "Code" or the "1986 Code").


         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 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 

<page 2)
  any 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 9.
  
                   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.
  
            c.   The Board may delegate administration of the
Plan to a committee composed of not fewer than two (2) members
(the "Committee"), all of the members of which Committee shall
be Disinterested Persons and may also be, in the discretion of
the Board, 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 (and references in this Plan to the
Board shall thereafter be to the Committee), 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 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.  "Covered Employee" means the Chief Executive
Officer and the four (4) other highest compensated officers of
Ross Stores, Inc. within the meaning of section 162(m) of the
Code and the regulations promulgated thereunder.

             e.  "Disinterested Person" means a member of the
Board (a "Director") who either (i) was not during the one year
prior to service as an administrator of the Plan granted or
awarded equity securities pursuant to the Plan or any other
plan of the Company or any of its affiliates entitling the
participants therein to acquire equity securities of the
Company or any of its affiliates except as permitted by Rule
16b-3(c)(2)(i) promulgated under the Exchange Act; or (ii) is
otherwise considered to be a "disinterested person" in
accordance with Rule 16b-3(c)(2)(i) promulgated under the
Exchange Act, or any other applicable rules, regulations or
interpretations of the Securities and Exchange Commission.

             f.  "Outside Director" means a Director who either
(i) is not a current employee of Ross Stores, Inc. or an
"affiliated corporation" (as defined in the Treasury
regulations promulgated under section 162(m) of the Code), is
not a former employee of Ross Stores, Inc. or an affiliated
corporation receiving compensation for prior services (other
than benefits under a taxqualified pension plan), was not an
officer of Ross Stores, Inc. or an affiliated corporation at any 
time, and is not currently receiving direct or indirect 
remuneration in any capacity other than as a


<PAGE> 3
Director, or (ii) is otherwise considered an "outside director"
for purposes of section 162(m) of the Code.


      3.    Eligibility.

             a.   Eligible Persons.  The option 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. An
individual who is a member of the Board who is not an employee
of the Company shall not be eligible to receive the grant of an
Option, even if providing consulting services to the Company.
The Board shall, in the Board's sole discretion, determine
which persons shall be granted Options (an "Optionee"). A
consultant of the Company and any other person who is granted
an Option prior to becoming an employee as provided above shall
be eligible to be granted only a nonqualified stock option
unless the consultant is also an employee of the Company.  An
Optionee may, if otherwise eligible, be granted additional
Options.

                 b.   Fair Market Value Limitation.  The
aggregate fair market value of the stock for which an Optionee
may be granted incentive stock options under all stock option
plans of the Company, including the Plan, shall comply with the
limitation set forth in section 422(d) of the 1986 Code (i.e.,
shall not become exercisable at a rate faster than $100,000 per
calendar year). Such limitation as applied to an incentive stock option 
shall be referred to as the "fair market value limitation." In the
event an Optionee receives an Option intended to be an
incentive stock option which is subsequently determined to have
exceeded the fair market value limitation, the Option shall be
amended, if necessary, in accordance with applicable Treasury
Regulations and rulings to preserve, as the first priority, to
the maximum possible extent, the status of the Option as an
incentive stock option and to preserve, as a second priority,
to the maximum possible extent, the total number of shares
subject to the Option.

           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
492,656 shares of the Company's common stock).


       4.   Shares Subject to Option.  The maximum number of
shares which may be issued under the Plan shall be 7,600,000
shares of the Company's authorized but unissued common stock or
treasury stock, subject to adjustment as provided in paragraph
7 below. 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.


       5.   Time for Granting Options.  All Options shall be
granted, if at all, within ten (10) years from March 16, 1992.
     
<PAGE> 4

       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. 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.  Option Price.  The option price shall be not
less than the fair market value, as determined by the Board, of
the shares of common stock of the Company on the date of the
granting of the Option, except that as to an Optionee who at
the time the Option is granted owns stock possessing more than
ten percent (10%) of the total combined voting power or value
of all classes of stock of the Company within the meaning of
section 422(b)(6) of the Code (a "Ten Percent Owner Optionee"),
the option price for any Option which is an incentive stock
option granted to the Ten Percent Owner Optionee shall not be
less than one hundred ten percent (110%) of the fair market
value of the shares on the date the Option is granted.
               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 option
price for the number of shares being purchased pursuant to any
Option shall be made (1) in cash or cash equivalent, (2) by
tender to the Company of shares of the Company's common stock
which (i) either have been owned by the Optionee for more than
six (6) months or were not acquired, directly or indirectly,
from the Company, and (ii) have a fair market value, as
determined by the Board, not less than the option price, (3) by
the assignment of the proceeds of a sale of some or all of the
shares being acquired upon the exercise of an Option, or (4) if
specifically permitted by the Board and set forth in the
Optionee's Option, by the Optionee's promissory note if the
Optionee is an employee and/or director of the Company at the
time the Option is granted. Notwithstanding the foregoing, an
Option may not be exercised by the tender of the Company's
common stock to the extent such tender of stock would
constitute a violation of the provisions of any law, regulation
or agreement restricting the redemption of the Company's common
stock.  In the event the Board permits the exercise of an
Option in whole or in part by means of the Optionee's
promissory note, the Board shall determine the
provisions of such note; provided, however, that the principal
shall be due and

<PAGE> 5

payable not more than four (4) years after the Option is
granted, and 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.  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.
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
shall not be transferable except by will or by the laws of
descent and distribution or pursuant to a qualified domestic
relations order satisfying the requirements of Rule 16b-3
promulgated under the Exchange Act and the rules thereunder (a
"QDRO"), and shall be exercisable during the lifetime of the
person to whom the Option is granted only by such person or any
transferee pursuant to a QDRO.  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 death of the Optionee, shall
thereafter be entitled to exercise the Option.
               e.  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 attached hereto as Exhibit A and
  incorporated herein by reference.
                   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 attached hereto as Exhibit B and
  incorporated herein by reference.
                  iii.    Authority to Vary Terms.  The Board shall
  have the authority from time to time to vary the terms of the
  option agreements set forth as Exhibits A and/or B either in
  connection with the grant of an individual Option or in
  connection with the

  
<PAGE> 6
  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 of a stock dividend, stock split, reverse stock split,
combination, reclassification or like change in the capital
structure of the Company.

     8.   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.

     9.   Termination or Amendment of Plan.  The Board may
terminate or amend the Plan at any time; provided, however,
that without the approval of the Company's stockholders, there
shall be (i) no increase in the total number of shares covered
by the Plan (except by operation of the provisions of paragraph
7 above), and (ii) no change in the class of persons eligible
to receive Options. In any event, no amendment may adversely
affect any then outstanding Option or any unexercised portion
thereof, without the consent of the Optionee, unless such
amendment is required to enable the Option to qualify as an
incentive stock option (as defined in the Code).  The Board may
in its sole discretion submit any other amendment to the Plan
for shareholder approval, including, but not limited to,
amendments to the Plan intended to 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.

     10.  Continuation of Initial Plan, First Plan, Second
Plan, Third Plan, Fourth Plan, and 1992 Plan as to Outstanding
Options. Notwithstanding any other provision of the Plan to the
contrary, the terms of the Initial Plan, the First Plan, the
Second Plan, the Third Plan, the Fourth Plan, and the 1992 Plan
shall remain in effect and apply to

<PAGE> 7
Options granted pursuant to the Initial Plan, the First Plan,
the
Second Plan, the Third Plan, the Fourth Plan, and the 1992
Plan, respectively.
     In Witness Whereof, the undersigned Secretary of the

Company certifies that the foregoing Amended and Restated Ross

Stores, Inc. 1992 Stock Option Plan was duly adopted by the

Board of Directors of the Company on the 16th day of March,

1995.



                                     By:_______________________

                                     Title:____________________

                                     

     
<PAGE> 8

                         PLAN HISTORY

February 24, 1984         Board of Directors adopted the Plan with a
                          share reserve of 300,000

June 1, 1984              Shareholders approved the Plan 

October 19, 1984          Board of Directors approved 2 for 1 stock split

July 2, 1985              Board of Directors approved 3 for 2 stock split

February 19, 1987         Board of Directors adopted the Amended and
                          Restated Plan and increased the share
                          reserve to 1,900,000
                          
June 8, 1987              Shareholders approved the Amended and Restated
                          Plan and the increase of the share reserve
                          to 1,900,000
                          
March 14, 1988            Board of Directors adopted the Second Amended
                          and Restated Plan
                                   
May 27, 1988              Shareholders approved the Second Amended and
                          Restated Plan

March 17, 1989            Board of Directors adopted the Third Amended
                          and Restated Plan and increased the share
                          reserve to 3,400,000
                          
May 25, 1989              Stockholders approved the Third Amended and
                          Restated Plan and the increase of the share
                          reserve to 3,400,000
                          
March 18, 1991            Board of Directors adopted the Fourth Amended
                          and Restated Plan and increased the share
                          reserve to 4,900,000
                          
May 31, 1991              Stockholders approved the Fourth Amended and
                          Restated Plan and the increase of the share
                          reserve to 4,900,000
                          
March 16, 1992            Board of Directors adopted the 1992 Stock
                          Option Plan and increased the share reserve
                          to 6,400,000
                          
May 28, 1992              Stockholders approved the 1992 Stock Option
                          Plan and the increase of the share reserve
                          to 6,400,000
                          
March 16, 1995            Board of Directors adopted the Amended and
                          Restated 1992 Stock Option Plan and
                          increased the share reserve to 7,600,000
                          (all expressly subject to stockholder
                          approval as a condition precedent).
                          
[May __, 1995             Stockholders approve the Amended and Restated
                          1992 Stock Option Plan and the increase in
                          the share reserve to 7,600,000]
                          
===============

<PAGE>                          
                   THIRD AMENDED AND RESTATED

                       ROSS STORES, INC.

                   1988 RESTRICTED STOCK PLAN


                  (As Amended March 16, 1995)




     1.   Purpose.  The Ross Stores, Inc. 1988 Restricted Stock
Plan (the "Initial Plan") was adopted on March 14, 1988.  On
March 17, 1989, the Initial Plan was amended and restated in
its entirety (the "First Plan").  On March 18, 1991, the First
Plan was amended and restated in its entirety (the "Second
Plan"). The Second Plan is hereby amended and restated in its
entirety (the "Plan"), effective March 16, 1992.  The Plan is
established to create additional incentive for key employees of Ross Stores,
Inc. and any successor corporation thereto (collectively
referred to as the "Company"), and any present or future parent
and/or subsidiary corporations of such corporation (all of whom
along with the Company being individually referred to as a
"Participating Company" and collectively referred to as the
"Participating Company Group") to promote the financial success
and progress of the Participating Company Group.  For purposes
of the Plan, a parent corporation and a subsidiary corporation
shall be as defined in sections 424(e) and 424(f) of the
Internal Revenue Code of 1986, as amended (the "Code").

     2.   Administration.  The Plan shall be administered by
the Board of Directors of the Company (the "Board") and/or by a
duly appointed committee of the Board having such powers as
shall be specified by the Board.  Any subsequent references to
the Board shall also mean the committee if it has been
appointed.  All questions of interpretation of the Plan or of
the provisions of the grant of shares under the Plan shall be
determined by the Board, and such determinations shall be final
and binding upon all persons having an interest in the Plan.
Any officer of a Participating Company shall have the authority
to act on behalf of the Company with respect to any matter,
right, obligation, or election which is the responsibility of
or which is allocated to the Company herein, provided the
officer has apparent authority with respect to such matter,
right, obligation, or election.

     3.   Eligibility.  All employees (including officers) of a
Participating Company are eligible to participate in the Plan.
The Board shall, in the Board's sole discretion, determine
which individuals shall have the right to acquire shares under
the Plan (the "Participants").

    4.   Share Reserve.  There shall be a share reserve of
2,650,000 shares of the common stock of the Company (the
"Stock").  Such share reserve shall be reduced by the number of
shares of Stock granted under the Plan.  (In the event that any
shares granted pursuant to the Plan are reacquired under the
terms of the Plan by a Participating Company, the shares so
reacquired shall be returned to the share reserve.)
Appropriate adjustments shall be made in the number and class
of shares of Stock in such share

<PAGE> 2
reserve in the event of a stock dividend, stock split, reverse
stock split, combination, reclassification or like change in
the capital structure of the Company.

    5.   Compliance with Securities Laws.  Inability of the
Company to obtain from any regulatory body having jurisdiction
authority deemed by the Company's counsel to be necessary to
the lawful issuance of any Stock hereunder shall relieve the
Company of any liability in respect of the non-issuance of such
Stock as to which such requisite authority shall not have been
obtained.

     6.   Stock Grant.  After the Board has granted a Participant
shares of Stock under the Plan, the Company shall advise such
Participant in writing of the terms, conditions and
restrictions of the grant, including the number of shares of
Stock which the Participant has been granted.  The number of
shares of Stock which a Participant may receive under the Plan
shall be determined by the Board in its sole discretion.
Subject to the provisions of paragraph 7 hereof, the grant
shall be made in the form attached hereto as Exhibit A ("Stock
Grant Agreement"). Notwithstanding any other provision of the
Plan to the contrary, the Board may not require a Participant
to make any monetary payment as a condition of receiving a
grant under the Plan. Therefore, for purposes of Rule 16b-
3(a)(1), the "price at which securities may be offered" shall
be zero (0) dollars.

    7.   Authority to Vary Terms.  The Board shall have the
authority from time to time to vary the terms of the standard
form of Stock Grant Agreement set forth as Exhibit A either in
connection with a single grant or in connection with the
authorization of a new standard form or forms; provided,
however, that the terms and conditions of such revised or
amended stock grant agreements shall be in accordance with the
terms of the Plan.

     8.   Provision of Information.  Each Participant who
receives a grant shall be given access to information
concerning the Company equivalent to that information generally
made available to the Company's common stockholders so long as
the Participant retains ownership of such shares.

    9.   Term.  Unless otherwise terminated, the Plan shall
continue until March 14, 1998.

     10.  Termination or Amendment of Plan.  The Board may
terminate or amend the Plan at any time.  In any event, no
amendment may adversely affect any outstanding grant without
the consent of the Participant.  A grant shall be considered as
outstanding as of the effective date of such grant as
determined by the Board.

   11.  Continuation of Initial Plan, First Plan and Second
Plan.  Notwithstanding any other provision of the Plan to the
contrary, the terms of the Initial Plan, the First Plan and the
Second Plan shall remain in effect and apply to grants made
pursuant to the terms of the Initial Plan, the First Plan and
the Second Plan.


<PAGE> 3

     IN WITNESS WHEREOF, the undersigned Secretary of the
Company certifies that the foregoing Third Amended and Restated
Ross Stores, Inc. 1988 Restricted Stock Plan was duly adopted
by the Board of Directors of the Company on March 16, 1992 and
amended on March 16, 1995.
__________________________



<PAGE> 4
                         PLAN HISTORY
                               
March 14, 1988      Board of Directors adopted the Plan with a share
                    reserve of 450,000

May 27, 1988        Shareholders approved the Plan

March 17, 1989      Board of Directors adopted the increase of share
                    reserve to 850,000

May 25, 1989        Shareholders approved the increase of share
                    reserve to 850,000

March 18, 1991      Board of Directors adopted the increase of share
                    reserve to 1,350,000

May 31, 1991        Shareholders approved the increase of share
                    reserve to 1,350,000

March 16, 1992      Board of Directors adopted the increase of share
                    reserve to 1,850,000

May 28, 1992        Shareholders approved the increase of share
                    reserve to 1,850,000

March 16, 1995      Board amends plan to increase share reserve to
                    2,650,000 shares

[________, 1995]    Stockholders approve above amendment

=============

<PAGE>

                   THIRD AMENDED AND RESTATED

         ROSS STORES, INC. EMPLOYEE STOCK PURCHASE PLAN

             (As Amended Effective March 16, 1995)
                               
                               
                               
                               
     1.   Purpose.  The Third Amended and Restated Ross Stores,
Inc. Employee Stock Purchase Plan (the "Plan") is established
to provide eligible employees of Ross Stores, Inc. ("Ross") and
any current or future parent or subsidiary corporation of Ross
(collectively referred to as the "Company") with an opportunity
to acquire a proprietary interest in the Company by the
purchase of common stock of Ross.  For purposes of this Plan, a
parent corporation and a subsidiary corporation shall be as
defined in section 424(e) and 424(f) of the Internal Revenue
Code of 1986, as amended (the "Code").  It is intended that the
Plan shall qualify as an "employee stock purchase plan" under
section 423 of the Code (including any future amendments or
replacements of such section), and the Plan shall be 
so construed.  Any term not expressly defined in the Plan but defined 
for purposes of section 423 of the Code shall have the same 
definition herein.
     2.   Administration.  The Plan shall be administered by the
Board of Directors of Ross (the "Board') and/or by a management
committee duly appointed by the Board having such powers as
shall be specified by the Board.  Any subsequent references to
the Board shall mean the committee if it has been appointed.
All questions of interpretation of the Plan or of any option
granted pursuant to the Plan (an "Option") shall be determined
by the Board and shall be final and binding upon all persons
having an interest in the Plan and/or any Option.  Subject to
the provisions of the Plan, the Board shall determine all of
the relevant terms and conditions of Options granted pursuant
to the Plan; provided, however, that all Participants granted
Options pursuant to the Plan shall have the same rights and
privileges within the meaning of section 423(b)(5) of the Code.
All expenses incurred in connection with the administration of
the Plan shall be paid by the Company.

     3.   Share Reserve.  The maximum number of shares which may
be issued under the Plan shall be 1,000,000 shares of Ross
common stock (the "Shares").  In the event that any Option for
any reason expires or is terminated, the Shares allocable to
the unexercised portion of such Option may again be subjected
to an Option.

     4.   Eligibility.  Any employee of the Company is eligible
to participate in the Plan except the following:

          (a)  employees who are customarily employed by the
Company for less than twenty (20) hours a week;



<PAGE> 2
          (b)  employees who have not completed six (6) months
of continuous employment with the Company as of the
commencement of an Offering Period.

          (c)  employees whose customary employment is for not
more than five (5) months in any calendar year; and

          (d)  employees who own or hold options to purchase or
who, as a result of participation in this Plan, would own or
hold options to purchase, stock of a corporation which
comprises part of the Company possessing five percent (5%) or
more of the total combined voting power or value of all classes
of stock of such corporation within the meaning of section
423(b)(3) of the Code.

     5.   Offering Dates.

          (a)  Offering Periods.  Except as otherwise set forth
below, the Plan shall be implemented by two separate series of
offerings (any one of which shall be referred to hereinafter as
an "Offering").  One series of Offerings shall involve
sequential Offerings of twelve (12) months in duration (an
"Annual Offering Period").  An Annual Offering Period shall
commence on the first day of January of each year and end on
the last day of December of the same year.  The second series
of Offerings shall involve Offerings of six (6) months in
duration (a "Half-Year Offering Period").  A Half-Year Offering
Period shall commence on the first day of July of each year and
end on the last day of December of the same year.  The first
Half-Year Offering Period shall commence on July 1, 1989.  An
employee is eligible to participate in a given Half-Year
Offering Period only if (i) the
eligibility requirements set forth in paragraph 4 above are
satisfied prior to or as of the beginning of such Half-Year
Offering Period, and (ii) the employee is not participating in
the Annual Offering Period for that calendar year (due to
ineligibility or an election not to participate in such Annual
Offering Period.)  (Unless otherwise specified, the term
"Offering Period" as used herein shall refer to either an
Annual Offering Period or a Half-Year Offering Period.)
Notwithstanding the foregoing, the Board may establish a
different term for one or more Offerings and/or different
commencing and/or ending dates for such Offerings; provided,
however, that such different terms shall comply with the
provisions of section 423(b)(7) of the Code.  An employee who
becomes eligible to participate in the Plan after an Offering
Period has commenced shall not be eligible to participate in
such Offering but may participate in any subsequent Offering
provided such employee is still eligible to participate in the
Plan as of the commencement of any such subsequent Offering.
The first day of an Offering Period shall be the "Offering
Date") for such Offering Period.  In the event the first and/or
last day of an Offering Period is not a business day, the
Company shall specify the business day that will be deemed the
first or last day, as the case may be, of the Offering Period.

          (b)  Governmental Approval; Stockholder Approval.
Notwithstanding any other provision of the Plan to the
contrary, any Option granted pursuant to the Plan shall be
subject to
         
           (i) obtaining all necessary governmental approvals


<PAGE> 3

and/or qualifications of the sale and/or issuance of the
Options and/or the Shares, and (ii) obtaining any necessary
stockholder approval of the plan.

     6.   Participation in the Plan.

          (a)  Initial Participation.  An eligible employee
shall become a Participant on the first Offering Date after
satisfying the eligibility requirements and delivering to the
Company's payroll office at such time prior to such Offering
Date as may be established by the Company (the "Enrollment
Date") a subscription agreement indicating the employee's
election to participate and authorizing payroll deductions.  An
eligible employee who does not deliver a subscription agreement
to the Company's payroll office prior to the applicable
Enrollment Date for the first Offering Period after becoming
eligible to participate in the Plan shall not participate in
the Plan for that Offering Period or for any subsequent
Offering Period unless such employee subsequently enrolls in
the Plan by filing a subscription agreement with the Company
prior to the applicable Enrollment Date for such subsequent
Offering Period.

          (b)  Continued Participation.  Subject to satisfying
the eligibility requirements for a particular Offering Period,
a Participant shall automatically participate in each
succeeding Annual Offering Period until such time as such
Participant withdraws from the Plan pursuant to paragraph 11 or
terminates employment as provided in paragraph 12.  A
Participant is not required to file any additional subscription
agreements for subsequent Annual Offering Periods in order to
continue participation in the Plan.

     7.   Right to Purchase Shares.  Except as set forth below,
as of the first day of an Offering Period (the "Offering Date")
for an Annual Offering Period each Participant in such Offering
Period shall be granted an Option consisting of the right to
purchase that number of whole Shares arrived at by dividing
twenty-five thousand dollars ($25,000) by one hundred percent
(100%) of the fair market value of the Shares on the Offering
Date, and as of the Offering Date for a Half-Year Offering
Period each Participant in such Offering Period shall be
granted an Option consisting of the right to purchase that
number of whole Shares arrived at by dividing twelve thousand
five hundred dollars ($12,500) by one hundred percent (100%) of
the fair market value of the Shares on the Offering Date.

     8.   Purchase Price.  The purchase price at which Shares may
be acquired in an Offering pursuant to the exercise of all or
any portion of an Option granted under the Plan (the "Offering
Exercise Price") shall be set by the Board; provided, however,
that the purchase price shall not be less than eighty-five
percent (85%) of the lesser of (a) the fair market value of the
Shares on the Offering Date of such Offering Period, or (b) the
fair market value of the Shares at the time of exercise of the
Option.  Unless otherwise provided by the Board prior to the
commencement of an Offering Period, the Offering Exercise Price
shall be eighty-five percent (85%) of the lesser of (a) the
fair market value of the Shares on the Offering Date of such
Offering Period or (b) the fair market value of the Shares at
the time of exercise of the Option.


<PAGE> 4

     9.   Payment of Purchase Price.  Shares which are acquired
pursuant to the exercise of all or any portion of an Option may
be paid for only by means of payroll deductions accumulated
during the Offering Period.  Except as set forth below, the
amount of Compensation to be withheld from a Participant's
Compensation during each pay period shall be determined by the
Participant's subscription agreement.  For purposes of the
Plan, a Participant's "Compensation" with respect to an
Offering shall include all amounts paid in cash and includable
as "wages" subject to tax under section 3101(a) of the Code
without applying the dollar limitation of section 3121(a) of
the Code, provided, however, Compensation shall not include
amounts paid as annual bonuses under the Company's Management
Incentive Compensation Program.  Accordingly, Compensation
shall include salaries, commissions, overtime and bonuses other
than bonuses paid as annual bonuses under the Company's
Management Incentive Compensation Program.  "Compensation"
shall not include reimbursements of expenses, allowances, or
any amount deemed received without the actual transfer of cash
or any amounts directly or indirectly paid pursuant to the Plan
or any other stock purchase or stock option plan.

          (a)  During an Offering Period, a Participant may
elect to decrease the amount withheld from his or her
Compensation by filing an amended subscription agreement with
the Company on or before the "Change Notice Date."  The "Change
Notice Date" shall initially be the seventh (7th) day prior to
the end of the first pay period for which such election is to
be effective; however, the Company may change such Change
Notice Date from time to time.

          (b)  The amount of payroll withholding with respect
to the Plan for any Participant during any pay period shall not
exceed ten percent (10%) of the Participant's Compensation for
such pay period.

          (c)  Payroll deductions shall commence on the first
payday following the Offering Date and shall continue to the
end of the Offering Period unless sooner altered or terminated as
provided in the Plan.
          (d)  Individual accounts shall be maintained for each
Participant.  All payroll deductions from a Participant's
Compensation shall be credited to such account and shall be
deposited with the general funds of the Company.  All payroll
deductions received or held by the Company may be used by the
Company for any corporate purpose.
          (e)  Interest shall not be paid on sums withheld from
a Participant's Compensation.
          (f)  On the last day of an Offering Period, each
Participant who has not withdrawn from the Offering or whose
participation in the Offering has not terminated on or before
such last day shall automatically acquire pursuant to the
exercise of the Participant's Option the number of whole Shares
arrived at by dividing the total amount of the Participant's
accumulated payroll deductions for the Offering by the Offering
Exercise Price; provided, however, in no event shall the

<PAGE> 5
number of Shares purchased by the Participant exceed the number
of Shares subject to the Participant's Option.
          (g)  Any cash balance remaining in the Participant's
account shall be refunded to the Participant as soon as
practical after the last day of the Offering Period.  In the
event the cash to be returned to a Participant pursuant to the
preceding sentence is an amount less than the amount necessary
to purchase a whole Share, the Company may establish procedures
whereby such cash is maintained in the Participant's account
and applied toward the purchase of Shares in the subsequent
Offering.
          (h)  At the time the Option is exercised, in whole or
in part, or at the time some or all of the Shares are disposed
of, the Company shall withhold from the Participant's
Compensation, or the Participant shall otherwise make adequate
provision for, an amount equal to the federal, state, local and
foreign tax withholding obligations of the Company, if any,
which arise upon exercise of the Option or disposition of
Shares, respectively.
          (i)  No Shares shall be purchased on behalf of a
Participant whose participation in the Offering or the Plan has
terminated on or before the date of exercise.
          (j)  The Company may, from time to time establish (i)
a minimum required withholding amount for participation in any
Offering which shall not exceed one percent (1%) of the
participant's Compensation, (ii) limitations on the frequency
and/or number of changes in the amount withheld during an
Offering, (iii) an exchange ratio applicable to amounts
withheld in a currency other than U.S. dollars, and/or (iv)
such other limitations or procedures as deemed advisable by the
Company in the Company's sole discretion which are consistent
with the Plan and in accordance with the requirements of
section 423 of the Code.
          (k)  Any portion of a Participant's Option remaining
unexercised after the end of the Offering Period to which such
Option relates shall expire immediately upon the end of such
Offering Period.  Any Shares subject to the unexercised portion
of an Option at the end of an Offering Period shall be returned
to the Plan's share reserve.

      10.  Limitations on Purchase of Shares; Rights as a Stockholder.

          (a)  Fair Market Value Limitation.  No Participant
shall be entitled to purchase Shares under the Plan (or any
other employee stock purchase plan which is intended to meet
the requirements of section 423 of the Code sponsored by Ross,
a parent corporation of Ross as defined in section 424(e) of
the Code, or a subsidiary corporation of Ross as defined in
section 424(f) of the Code) at a rate which exceeds $25,000 in
fair market value, determined as of the Offering Date for each
Offering Period (or such other limit as may be imposed by the
Code), for each calendar year


<PAGE> 6

in which the Participant participates in the Plan (or any other
employee stock purchase plan described in this sentence).

          (b)  Pro Rata Allocation.  In the event the number of
Shares which might be purchased by all Participants in the Plan
exceeds the number of Shares available in the Plan, the Company
shall make a pro rata allocation of the remaining Shares in as
uniform a manner as shall be practicable and as the Company
shall determine to be equitable.

          (c)  Rights as a Stockholder and Employee.  A
Participant shall have no rights as a stockholder by virtue of
the Participant's participation in the Plan until the date of
the issuance of a stock certificate(s) for the shares being
purchased pursuant to the exercise of the Participant's Option.
No adjustment shall be  made for dividends or distributions or
other rights for which the record date is prior to the date
such stock certificate(s) are issued.  Nothing herein shall
confer upon a Participant any right to continue in the employ
of the Company or interfere in any way with any right of the
Company to terminate the Participant's employment at any time.

     11.  Withdrawal.

          (a)  Withdrawal From an Offering.  A Participant may
withdraw from an Offering by signing and delivering to the
Company's payroll office, a written notice of withdrawal on a
form provided by the Company for such purpose.  Such withdrawal
may be elected at any time prior to the end of an Offering
Period.  Unless otherwise indicated, withdrawal from an
Offering shall not result in a withdrawal from the Plan or any
succeeding Annual Offering Period herein.  A Participant is
prohibited from again participating in an Offering upon
withdrawal from such Offering at any time.

          (b)  Return of Payroll Deductions.  Upon  withdrawal
from an Offering, the withdrawn Participant's accumulated
payroll deductions shall be returned as soon as practicable
after the withdrawal, without the payment of any interest, to
the Participant and all of the Participant's rights in the
Offering shall terminate.  Such accumulated payroll deductions
may not be applied to any other Offering under the Plan.

          (c)  Withdrawal from the Plan.  A Participant may
withdraw from the Plan by signing a written notice of
withdrawal on a form provided by the Company for such purpose
and delivering such notice to the Company's payroll office.  In
the event a Participant voluntarily elects to withdraw from the
Plan, the Participant may not resume participation in the Plan during the
same Offering Period, but may participate in any subsequent
Offering under the Plan by filing a new subscription agreement
in the same manner as set forth above for initial participation
in the Plan.

<PAGE> 7
     12.  Termination of Employment.  Termination of a
Participant's employment with the Company for any reason,
including retirement or death or the failure of a Participant
to remain an employee eligible to participate in the Plan,
shall terminate the Participant's participation in the Plan
immediately.  In such event, the payroll deductions credited to
the Participant's account shall, as soon as practicable, be
returned to the Participant or, in the case of the
Participant's death, to the Participant's legal representative,
and all of the Participant's rights under the Plan shall
terminate.  Interest shall not be paid on sums returned to a
Participant pursuant to this paragraph 12.  A Participant whose
participation has been so terminated may again become eligible
to participate in the Plan by again satisfying the requirements
of paragraph 4.

     13.  Repayment of Payroll Deductions.  In the event a
Participant's rights in the Plan or any Offering therein are
terminated, the Company shall deliver as soon as practicable to
the Participant any payroll deductions credited to the
Participant's account with respect to the Plan or any such
Offering.  Interest shall not be paid on sums returned to a
Participant pursuant to this paragraph 13.

     14.  Capital Changes.  In the event of changes in the common
stock of the Company due to a stock split, reverse stock split,
stock dividend, combination, reclassification, or like change
in the Company's capitalization, or in the event of any merger,
sale, or any other reorganization, appropriate adjustments
shall be made by the Company in the Shares subject to purchase
and in the purchase price per share.

     15.  Non-Transferability.  An Option may not be transferred
in any manner otherwise than by will or the laws of descent and
distribution and shall be exercisable during the lifetime of
the Participant only by the Participant.

     16.  Reports.  Each Participant who exercised all or part of
his or her Option for an Offering Period shall receive as soon
as practicable after the last day of such Offering Period a
report of such Participant's account setting forth the total
payroll deductions accumulated, the number of Shares purchased
and the remaining cash balance to be refunded or retained in
the Participant's account pursuant to paragraph 9(g), if any.

     17.  Plan Term.  This Plan shall continue until terminated
by the Board or until all of the Shares reserved for issuance
under the Plan have been issued, whichever shall first occur.

     18.  Amendment or Termination of the Plan.  The Board may at
any time amend or terminate the Plan, except that such
termination cannot affect Options previously granted under the
Plan, nor may any amendment make any change in an Option
previously granted under the Plan which would adversely affect
the right of any Participant (except as may be necessary to
qualify the Plan as an employee stock purchase plan pursuant to
section 423 of the Code), nor may any amendment be made without
approval of the stockholders of the Company within twelve (12)
months of the adoption of such amendment if such amendment
would authorize the


<PAGE> 8

sale of more shares than are authorized for issuance under the
Plan or would change the designation of corporations whose
employees may be offered Options under the Plan.  To the extent
permitted by governing law, the Board authorizes the Vice
President of Human Resources to adopt amendments to the Plan.

     IN WITNESS WHEREOF, the undersigned Secretary of the
Company certifies that the foregoing Third Amended and Restated
Ross Stores, Inc. Employee Stock Purchase Plan was duly adopted
by the Board of Directors of the Company on March 16, 1992 and
amended on March 16, 1995.

<PAGE> 9
                         PLAN HISTORY
                               
March 14, 1988    Board of Directors adopted the Plan

May 27, 1988      Shareholders approved the Plan

May 25, 1989      Board of Directors adopted the Amended and Restated
                  Plan

May 25, 1989      Shareholders approved the Amended and Restated Plan

March 18, 1991    Board of Directors adopted the Second Amended and
                  Restated Plan

May 31, 1991      Shareholders approved the Second Amended and
                  Restated Plan

March 16, 1992    Board of Directors adopted the Third Amended and
                  Restated Plan to increase the share reserve to
                  600,000 shares.
                  
May 28, 1992      Shareholders approved the Third Amended and
                  Restated Plan

March 16, 1995    Board amends plan to increase share reserve to
                  1,000,000 shares

[_______, 1995]   Stockholders approve above amendment







<PAGE> 10
                       ROSS STORES, INC.
                 EMPLOYEE STOCK PURCHASE PLAN
                    SUBSCRIPTION AGREEMENT
                               
_____ Original Application                _____ Annual Offering Period

_____ Change in Purchase Right Accrual    _____ Half-Year Offering Period


     I hereby elect to participate in the Employee Stock Purchase
Plan (the "Stock Purchase Plan") of Ross Stores, Inc. (the
"Company") and subscribe to purchase the shares of the
Company's common stock determined in accordance with the Stock
Purchase Plan.

    I hereby authorize payroll deductions in the amount of
$_____ or _____ percent of my base pay [fill in one only] from
each paycheck throughout the Offering Period in accordance with
the Stock Purchase Plan.  (The amount deducted each pay period
must be between 1% and 10% of compensation and must be stated
in whole percentages).  I understand that these payroll
deductions will be accumulated for the purchase of shares of
common stock of the Company at the applicable purchase price
determined in accordance with the Stock Purchase Plan.  I
further understand that, except as otherwise set forth in the
Stock Purchase Plan, shares will be purchased for me
automatically on the last day of the Offering Period unless I
otherwise withdraw from the Stock Purchase Plan or from the
Offering by giving written notice to the Company or terminate
employment with the Company.

     I further understand that I will automatically participate
in each subsequent Annual Offering Period under the Plan until
such time as I file with the Company the notice of withdrawal
from the Stock Purchase Plan attached hereto.

     Shares purchased for me under the Stock Purchase Plan
should be issued in my name as set forth below.  (I understand
that Shares may be issued in my name alone or together with my
spouse as community property or as joint tenants.)

          NAME: __________________________

          ADDRESS: _______________________

               __________________________


          SOCIAL SECURITY NUMBER: _________

   I am familiar with the terms and provisions of the Stock
Purchase Plan and hereby agree to participate in the Stock
Purchase Plan subject to all of the terms and provisions
thereof. I understand that the Board reserves the right to
amend the Stock


<PAGE> 11

Purchase Plan and this Option as may be necessary to qualify
this Option as an option granted pursuant to an employee stock
purchase plan as defined in section 423 of the Internal Revenue
Code of 1986, as amended.  The effectiveness of this
Subscription Agreement is dependent upon my eligibility to
participate in the Stock Purchase Plan.

Date:___________________ Signature:_________________________


<PAGE> 12
                       ROSS STORES, INC.
                 EMPLOYEE STOCK PURCHASE PLAN
                     NOTICE OF WITHDRAWAL
                               
                               
     I hereby elect to withdraw from the offering under the
Employee Stock Purchase Plan (the "Stock Purchase Plan") of
Ross Stores, Inc. (the "Company") which commenced _________,
19______ (the "Offering"), and hereby request that all payroll deductions
credited to my account with respect to the Offering (if any),
and not previously used to purchase shares of common stock of
the Company under the Stock Purchase Plan, be paid to me as
soon as is practical.  I understand that this Notice of
Withdrawal automatically terminates my interest in the
Offering.

     As to participation in future Annual Offering Periods of
the Stock Purchase Plan, I elect as follows:

               _______   I elect to participate in future
               Annual Offering Periods of the Stock Purchase
               Plan.

     I understand that by making the election set forth above I
shall continue to participate in the Stock Purchase Plan, and
that I shall be enrolled in the next Annual Offering Period of
the Stock Purchase Plan commencing after the date of this
withdrawal, until such time as I elect to withdraw from the
Stock Purchase Plan or any such subsequent offering.

               _______   I elect not to participate in future
               offerings of the Stock Purchase Plan.

     I understand that by making the election set forth above I
terminate my interest in the Stock Purchase Plan and that no
further payroll deductions will be made unless I file a new
subscription agreement in accordance with the Stock Purchase
Plan to become a participant in another offering under the
Stock Purchase Plan and I am eligible to participate in the
Stock Purchase Plan at that time.

     I understand that if no election is made as to
participation in future offerings of the Stock Purchase Plan, I
will be deemed to have elected to participate in future Annual
Offering Periods.



Date:     _____________  Signature:______________