==========================================================================
                           UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                                    Washington, D.C.  20549

                                    FORM 10-K405

                        (Mark one)
           X   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
              SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
              For the fiscal year ended January 28, 1995

                                       OR

           TRANSITION REPORT PURSUANT TO
           SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
           [NO FEE REQUIRED]
           For the transition period from _______ to _______

                               Commission file number  0-14678

                                      ROSS STORES, INC.
                 (Exact name of registrant as specified in its charter)

                      Delaware                         94-1390387
 (State or other jurisdiction of          (I.R.S. Employer Identification
 incorporation or organization)           No.)
                                          
 8333 Central Avenue, Newark, California               94560-3433
 (Address of principal executive                       (Zip Code)
 offices)
                                          
 Registrant's telephone number,           
 including                                (510) 505-4400
 area code:
                                          
 Securities registered pursuant to        
 Section 12(b) of the Act:                None
                                          
 Securities registered pursuant to        
 Section 12(g) of the Act:
                                                    Name of each exchange
          Title of each class                          on which registered
 ----------------------------             --------------------------------
  Common stock, par value $.01                               NASDAQ/NMS

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

Indicate by check mark if disclosure of delinquent files pursuant  to  Item
405  of  Regulation S-K is not contained herein, and will not be contained,
to  the  best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K  or  any
amendment to this Form 10-K.   X

The aggregate market value of the voting stock held by non-affiliates of
the Registrant as of March 31, 1995 was $270,946,654.

The number of shares of Common Stock, with $.01 par value, outstanding on
March 31, 1995 was 24,631,514.

Documents incorporated by reference:
     Portions of the Proxy Statement for Registrant's Annual
     Meeting of Stockholders, to be held Thursday, May 25, 1995,
     are incorporated herein by reference into Part III.
  
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<PAGE> 2

                              PART I



ITEM 1.  BUSINESS

     Ross Stores, Inc. operates a chain of off-price retail apparel
stores which target value conscious men and women between the  ages
of  25  and  54  in  white  collar, middle-to-upper  middle  income
households,  which the company believes to be the largest  customer
segment  in  the  retailing  industry. The decisions of the company,
from merchandising, purchasing and pricing, to the location of its
stores, are aimed at its customer base.  The  company  offers   its
merchandise  at  low everyday prices, generally 20%  to  60%  below
regular  prices  of  most  department and  specialty  stores.   The
company  believes it derives a competitive advantage by offering  a
wide  assortment of quality brand-name merchandise within  each  of
its   merchandise   categories   in  an   attractive   easy-to-shop
environment.

      Ross  Stores' mission is to offer competitive values  to  its
target  customers  by  focusing  on  the  following  key  strategic
objectives:  achieve an appropriate level of brands and  labels  at
strong  discounts throughout the store; meet customer  needs  on  a
more  regional basis; deliver an in-store shopping experience  that
reflects  the  expectations of the off-price customer;  and  manage
real estate growth to maintain dominance or achieve parity with the
competition  in  key markets.  

      The original Ross Stores, Inc. was incorporated in California
in  1957.  In August 1982, the company was purchased by some of its
current stockholders and restaffed with a new management team.  The
six  stores acquired at the time were completely refurbished in the
company's   current   off-price  format  and   stocked   with   new
merchandise.

      At  the  stockholders'  meeting in May  1989,  the  company's
stockholders approved the reincorporation of Ross Stores, Inc.,  in
the  state of Delaware.  The reincorporation was completed in  June
1989.

Merchandising, Purchasing and Pricing

      Ross  seeks  to  provide its target  customers  with  a  wide
assortment  of  first  quality,  in-season,  name  brand   apparel,
accessories and footwear for the entire family at everyday  savings
of  20%  to 60% from regular department and specialty store prices,
as  well  as similar savings on fragrances and gift items  for  the
home.   In 1994 Ross introduced its new Bed and Bath Department  in
72  stores,  featuring  tabletop, bed  and  bath  linens  and  bath
accessories.   The company reviews its merchandise mix  each  week,
enabling  it  to  respond  to  merchandise  trends  and  purchasing
opportunities in the market.  The company's merchandising  strategy
is  reflected  in  its television and newspaper advertising,  which
emphasizes a strong value message: Ross' customers get great prices
everyday  of the year.  Although not a fashion leader, the  company
sells   recognizable  branded  merchandise  that  is  current   and
fashionable in each category.

      Merchandising.  The Ross merchandising strategy  incorporates
mainly  in-season  apparel, shoes and accessories  for  the  entire
family, as well as fragrances and giftware and linens for the home.
The   company's  emphasis  on  brand  names  reflects  management's
conviction  that  brand-name merchandise sold at affordable  prices
will  continue to be an important determinant of its success.  Ross
leaves the brand-name label on the merchandise it sells.

      The company has established a merchandise assortment which it
believes is attractive to its target customer group.  Although Ross
Stores  offers  fewer  classifications  of  merchandise  than  most
department  stores, the company generally offers a large  selection
of brand names within each classification with a wide assortment of
vendors,  prices,  colors,  styles and fabrics  within  each  size.
During  the  year  ended January 28, 1995, the overall  merchandise
sales  mix was approximately 95% first quality merchandise  and  5%
irregulars.  Ross clears out all in-store seasonal inventory  on  a
semi-annual   basis.    During  the  past  year,   the   respective
departments  accounted  for total sales approximately  as  follows:
Ladies 40%, Men's 24%, Accessories, Hosiery and Lingerie 10%, Shoes
10%,  Children's  8%,  and Fragrances, Home  Accents  and  Bed  and
Bath 8%.


<PAGE> 3
     Purchasing.  During the past three years, no single vendor has
accounted for more than 2% of the company's purchases.  The company
continues  to add new vendors and believes it has adequate  sources
of first quality merchandise to meet its requirements.  The company
purchases  the  vast  majority  of its  merchandise  directly  from
manufacturers and has not experienced any difficulty  in  obtaining
sufficient inventory.

      The  company believes that its ability to effectively execute
certain  off-price  buying  strategies  is  a  key  factor  in  its
business.   Ross  buyers use a number of methods  that  enable  the
company  to  offer  customers  name  brand  merchandise  at  strong
everyday discounts relative to department and specialty stores.  By
purchasing  later in the merchandise buying cycle  than  department
and  specialty stores, Ross is able to take advantage of imbalances
of  manufacturer-projected supply of merchandise.  

      The  company  has increased its emphasis in recent  years  on
opportunistic  purchases  created  by  manufacturer  overruns   and
canceled orders during and at the end of a season.  These buys  are
referred  to as "closeout" or "packaway" purchases.  Closeouts  can
be  shipped  to  stores  in  season  or  stored  in  the  company's
warehouses  until the beginning of the next selling  season  (i.e.,
packaway).  The company has put more emphasis on packaway purchases
as  this  technique  is  an  effective  method  of  increasing  the
percentage  of prestige and national brands at competitive  savings
within   the   merchandise  assortments.  Purchases   of   packaway
merchandise  are  goods that are not usually affected  by  seasonal
shifts in fashion trends.

      Ross,  unlike most department and specialty stores, does  not
require that manufacturers provide it with promotional and markdown
allowances, return privileges and delayed deliveries.  In addition,
Ross requires only one invoice for each delivery and deliveries are
made  to  one  of  the company's two distribution  centers.   These
flexible requirements further enable the company's buyers to obtain
significant discounts on in-season purchases.

      Ross Stores' buying offices are located in New York City  and
Los  Angeles,  the  nation's two largest  apparel  markets.   These
strategic  locations allow buyers to be in the market  on  a  daily
basis,  sourcing  opportunities  and  negotiating  purchases   with
vendors  and  manufacturers.   These  locations  also  enable   the
company's  buyers  to  strengthen  vendor  relationships,   a   key
determinant in the success of its off-price buying strategies.

       The  company's  buyers  have  an  average  of  15  years  of
experience,  including  experience with  other  retailers  such  as
Bloomingdale's,  Burlington Coat Factory,  Dayton  Hudson,  Lord  &
Taylor,  Macy's, Marshalls and TJ Maxx.  The company  has  recently
increased  the size of its merchandising staff, which is  comprised
of   general  and  divisional  merchandise  managers,  buyers   and
assistant   buyers.   Management  believes  that  these   increased
resources will enable its merchants to spend even more time in  the
market,  which should strengthen the company's ability  to  procure
the most desirable brands at competitive discounts.

      The  combination  of  the above off-price  buying  strategies
enables the company to purchase merchandise at net prices which are
lower than prices paid by department and specialty stores.

      As  a summary, important factors in the company's ability  to
execute its purchasing strategy are the following:

          An enlarged  merchandising staff strategically located  in  the
          New York and Los Angeles garment districts;

          Experienced  buyers  who select and price the  merchandise  for
          the company's stores and make markdown decisions with pre-arranged
          budgets as a guide;

          Off-price  buying techniques that enable the company  to  offer
          strong discounts everyday on name brand merchandise;

<PAGE> 4
          A fully-integrated,   on-line  management  information   system
          which provides buyers with accurate and timely information on a
          weekly basis; and

          The company's ability to pay its vendors quickly.

      Pricing.   The company's policy is to sell merchandise  which
can generally be priced at 20% to 60% less than most department and
specialty  store  regular prices.  The Ross pricing  policy  is  to
affix  to  all  brand  name  merchandise a  ticket  displaying  the
company's selling price as well as the estimated comparable selling
price of that item at department and specialty stores.

     The Ross pricing strategy differs from that of a department or
specialty  store.  Ross purchases its merchandise at  lower  prices
and  marks  it up less than a department or specialty store.   This
strategy  enables Ross to offer customers consistently low  prices.
Ticketed  prices  are  not increased and are  reviewed  weekly  for
possible  markdowns based on the rate of sales  to  promote  faster
turnover of inventory and accelerate the flow of fresh merchandise.

Operating Costs

      Consistent  with the other aspects of its business  strategy,
Ross strives to keep operating costs as low as possible.  Among the
factors  which have enabled the company to operate at low costs  to
date are:

  Reduced in-store labor costs resulting from a store design  which
  directs customers to merchandise, a self-selection retail  format
  and utilization of labor saving technologies;
  
  Economies  of  scale  with respect to general and  administrative
  costs  as  a  result of centralized merchandising, marketing  and
  purchasing decisions;
  
  Model  store  layout  criteria  which  facilitate  conversion  of
  existing buildings to the Ross format; and
  
  A  fully-integrated, on-line management information system  which
  enables  the  company to respond quickly when making  purchasing,
  merchandising and pricing decisions.

The Ross Store

      As of January 28, 1995, the company operated 275 stores.  The
typical  new  Ross  store  is  approximately  28,160  square  feet,
yielding  approximately 22,300 square feet of selling  space.   All
stores   are  leased,  with  the  exception  of  one.    They   are
conveniently  located predominantly in community  and  neighborhood
strip  shopping  centers in heavily populated  urban  and  suburban
areas.   Where the size of the market permits, the company clusters
stores  to maximize economies of scale in advertising, distribution
and  management.  During the year, the average Ross  store  employs
approximately 37 full-and part-time people.

      The  company  believes a key element of its  success  is  the
attractive,  easy-to-shop environment in its  stores  which  allows
each  customer  to shop at his or her own pace.  The  Ross  store's
sales  area  is  based on a prototype single floor  design  with  a
racetrack  aisle layout.  A customer can locate desired departments
by signs displayed just below the ceiling of each department.  Ross
encourages  its customers to select among sizes and prices  through
prominent  category  and sizing markers, promoting  a  self-service
atmosphere.   Shopping  carts are available  at  the  entrance  for
customer  convenience.   Checkout stations  are  located  at  store
entrances for customer ease and efficient employee assignment.

      The  Ross store is designed for customer convenience  in  its
merchandise   presentation,  dressing  rooms,  and   checkout   and
merchandise return areas.  Racks, displays and dressing  rooms  are
kept  neat  and  orderly.  It is the company's policy  to  minimize
transaction  time  for  the customer at  the  checkout  counter  by
opening  a new register whenever a line has three or more customers
and  by  using electronic systems for scanning each ticket  at  the
point of sale and authorizing credit for personal checks and credit
cards  in a matter of seconds.  Approximately one-third of payments
are made with credit cards.  Ross provides full cash or credit card
refunds  on all merchandise returned with a receipt within 30  days
and believes this policy appeals to its customers.

<PAGE> 5
Distribution

      Each Ross store is serviced by the company's two distribution
centers located in Newark California (approximately 494,000  square
feet)  and  Carlisle,  Pennsylvania (approximately  424,000  square
feet).   Having  a distribution center on each coast enhances  cost
efficiencies per unit and decreases turn-around time in getting the
merchandise from the vendors to the stores.

      Turn-around time between receipt of goods at the distribution
centers  and  when they are staged and ready for  shipment  to  the
stores  is approximately five days.  Shipments are made by contract
carriers  to  the  stores three to five times a week  depending  on
location.

      Ross  is  developing new systems to improve its  distribution
process.   The company's objective is to automate as many functions
as  possible thereby reducing paper flow and its associated  costs.
The new Distribution Center Information System should contribute to
improved  merchandise flow, faster and more accurate processing  of
receipts,  reduced labor costs and shrinkage, and better  reporting
to  facilitate decision-making by managers.  The initial  phase  of
the new Distribution Center Information System is expected to be in
place  by the end of 1995.  The company expects that it will  begin
to realize cost benefits from these improvements in 1996.

Advertising

     During the fiscal years 1994, 1993 and 1992, advertising costs
were  approximately $36.5 million, $33.8 million and $34.1 million.
The   company  utilizes  extensive  advertising  which   emphasizes
quality,  brand-name  merchandise  at  low  everyday  prices.   The
company  predominantly uses television advertising.  This  reflects
the  company's  belief  that television  is  the  best  medium  for
presenting Ross' everyday low price message.

Control Systems

      The  company's management information system fully integrates
data from significant phases of its operations and is a key element
in  the  company's planning, purchasing, distribution  and  pricing
decisions.   The system enables Ross to respond to changes  in  the
retail market and to increase speed and accuracy in its merchandise
distribution.

     Data from the current and last fiscal year can be monitored on
levels  ranging  from merchandise classification units  to  overall
totals  for  the  company.  Data important to  the  decision-making
process  is  on-line,  real  time data  to  all  authorized  users.
Merchandise  is  tracked by the system from  the  creation  of  its
purchase  order,  through its receipt at the  distribution  center,
through  the distribution planning process, and ultimately  to  the
point of sale.

      In  addition  to its new distribution center technology,  the
company  is  also  developing  new store-based  systems  which  are
designed  to  speed up, simplify and automate most transactions  at
the  point  of  sale and the stores' back offices.  Ross  plans  to
conduct  a  pilot test in the summer of 1995 followed by a  limited
roll-out  for  the remainder of 1995 and a chain-wide  roll-out  in
1996.   The  company  expects that it will begin  to  realize  cost
benefits  from  these  improvements in 1996 as  the  technology  is
phased into more stores.

Stores

      From  August  1982 to January 28, 1995, the company  expanded
from  six stores in California to 275 stores in 18 states: Arizona,
California,  Colorado, Florida, Georgia, Hawaii,  Idaho,  Maryland,
Nevada,  New  Jersey,  New Mexico, Oklahoma, Oregon,  Pennsylvania,
Texas, Utah, Virginia and Washington.

      The  company's  real estate strategy is  to  open  additional
stores in existing market areas, to increase its market penetration
and  reduce  overhead and advertising expenses as a  percentage  of
sales in each market.  Important considerations in evaluating a new
market   are  the  availability  of  potential  sites,  demographic
characteristics, competition and population density of the market.

<PAGE> 6
      During 1994, store expansion accelerated with the addition of
35 new Ross `Dress For Less' stores. Ross acquired the lease rights
to  six former Builder's Emporium stores in Southern California  in
late  1993  and  eight former Solo Serve stores  in  the  company's
newest market -- Houston, Texas -- in mid-1994.  In 1995 and  1996,
the  company  plans to focus on opening its new stores in  existing
markets.

Competition

     The national apparel retail market is highly fragmented.  Ross
faces  intense  competition for business  from  department  stores,
specialty  stores, discount stores, other off-price  retailers  and
manufacturer-owned outlet stores, many of which are units of  large
national  or  regional  chains  that  have  substantially   greater
resources than the company.  The retail apparel business may become
even more competitive in the future.  The company believes that the
principal  competitive  factors in  the  off-price  retail  apparel
industry  are  offering large discounts on name  brand  merchandise
appealing to its target customer and consistently providing a store
environment  that is convenient and easy to shop.  To execute  this
concept,  the company has strengthened its buying organization  and
is  making buying decisions based on regional and/or local  factors
as  well  as  improving cost efficiencies to leverage expenses  and
mitigate  competitive  pressures  on  gross  margin.   The  company
believes that it is well positioned to compete on the basis of each
of these factors.

Trademarks and Service Marks

     The  service  mark and trademark for Ross Shoes For Less  and  Ross
Dress  For Less has been registered, or has an application pending,
with the United States Patent and Trademark Office.

Employees

      At  January 28, 1995, the company had 10,574 employees  which
includes  an estimated 6,073 part-time employees.  Of the full-time
employees, approximately 428 are administrative employees, 509  are
distribution  center employees and 3,564 are store employees.   The
company's  employees  are  non-union.  Management  of  the  company
considers the relationship between the company and its employees to
be excellent.

Seasonality

      The  combined sales of the company for the third  and  fourth
(holiday)  fiscal quarters are higher than the combined  sales  for
the  first  two  fiscal  quarters.   The  company  has  realized  a
significant portion of its profits in each fiscal year  during  the
fourth   quarter.    Intensified  price  competition,   lower-than-
anticipated consumer demand or other seasonal factors, if they were
to  occur during the last six months, and in particular during  the
fourth  quarter, could adversely affect the company's  fiscal  year
results.


I
TEM 2.  PROPERTIES

       The   company   currently  leases  its  Newark,   California
distribution   center,   corporate  and   buying   offices,   store
facilities,  and some of its fixtures and equipment.   The  company
owns  its distribution center in Carlisle, Pennsylvania, which  has
an  outstanding mortgage value of $10.1 million at the end  of  the
1994 fiscal year.  As of January 28, 1995, the company's 275 stores
generally  range in size from 24,000 to 30,000 gross  square  feet,
and have an average of 22,000 square feet of selling space.  During
the  fiscal year ended January 28, 1995, no one store accounted for
more than 2% of the company's sales.

      Where  possible, the company has obtained sites  in  existing
buildings requiring minimal alterations.  This has allowed Ross  to
establish  stores in new locations in a relatively short period  of
time at reasonable costs in a given market.

      At January 28, 1995, the majority of the company's stores had
unexpired  original lease terms ranging from one to ten years  with
two  to  three  renewal options of five years  each.   The  average
unexpired original lease term of its leased stores is six years, or
19  years if renewal options are included.  See Note D of Notes  to
Consolidated  Financial Statements.  Most of  the  company's  store
leases contain a provision for

<PAGE> 7
percentage rental payments after a specified sales level  has  been
achieved.   To date, the company has been able to secure leases  in
suitable locations for its stores.

      The  company's two distribution centers provide  the  company
with  the potential warehouse/distribution capacity to support  its
growth through 1996 at which time Ross anticipates it will need  to
add  more  space.  Management currently is studying its options  on
the best way to expand its warehouse and distributions facilities.



ITEM 3.  LEGAL PROCEEDINGS

     None.



ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.


<PAGE> 8
               EXECUTIVE OFFICERS OF THE REGISTRANT


      The  following  list sets forth the names  and  ages  of  all
executive  officers  of  the  company,  indicating  each   person's
principal occupation or employment during the past five years.  The
term of office is at the pleasure of the Board of Directors.

Name                   Age    Position
                              
Norman A. Ferber       46     Director, Chairman of the Board and
                              Chief Executive Officer
                              
Melvin A. Wilmore      49     Director, President and Chief
                              Operating Officer
                              
Michael A. Balmuth     44     Executive Vice President,
                              Merchandising
                              
Earl T. Benson         47     Senior Vice President, Chief
                              Financial Officer and Corporate
                              Secretary
                              
Michael J. Bush        34     Senior Vice President, Marketing and
                              Strategic Planning
                              
James S. Fassio        40     Senior Vice President, Property
                              Development
                              
Barry S. Gluck         42     Senior Vice President and General
                              Merchandising Manager
                              
Peter C.M. Hart        44     Senior Vice President, Management
                              Information Systems and Distribution
                              
James S. Jacobs        50     Senior Vice President, Store
                              Operations
                              
Irene Jamieson         44     Senior Vice President and General
                              Merchandising Manager
                              
Stephen F. Joyce       53     Senior Vice President, Human
                              Resources
                              
Barbara Levy           40     Senior Vice President and General
                              Merchandising Manager
                              
John M. Vuko           44     Senior Vice President, Controller
                              and Principal Accounting Officer
                              
_____________________________

      Mr.  Ferber has served as Chairman of the Board of  Directors
and Chief Executive Officer since March 1993.  Prior to March 1993,
he  served  as President and Chief Executive Officer since  January
1988.   From February 1987 to January 1988, he served as  President
and  Chief  Operating Officer.  Prior to February 1987, Mr.  Ferber
was   Executive   Vice  President,  Merchandising,  Marketing   and
Distribution  of  the company.  Mr. Ferber joined  the  company  in
October 1982.

      Mr.  Wilmore has served as President, Chief Operating Officer
and a member of the Board of Directors since March 1993.  Prior  to
this,  he  served  as Executive Vice President and Chief  Operating
Officer  since December 1991.  From October 1989 to December  1991,
he was Chief Executive Officer of Live Specialty Retail, a division
of  LIVE Entertainment, Inc.  From March 1988 to June 1989, he  was
President/General  Partner  of  Albert's  Acquisition  Corporation.
From  March  1987  to March 1988, Mr. Wilmore was  engaged  in  the
acquisition   of   Albert's  Hosiery  and  Bodywear   by   Albert's
Acquisition Corporation.  From April 1984 to March 1987, he was the
President  and  Chief Operating Officer of Zale Jewelry  Stores,  a
division of Zale Corporation.

<PAGE> 9
      Mr. Balmuth became Executive Vice President, Merchandising in
July  1993.   Prior to this he served as Senior Vice President  and
General  Merchandise Manager since November 1989.   Before  joining
Ross,  he was Senior Vice President and General Merchandise Manager
at Bon Marche in Seattle from September 1988 through November 1989.
From  April  1986  to September 1988, he served as  Executive  Vice
President and General Merchandise Manager for Karen Austin Petites.

      Mr.  Benson  has  served  as  Senior  Vice  President,  Chief
Financial  Officer,  and Corporate Secretary since  May  1988.   He
joined  the  company  in  June 1984 as  Controller,  Treasurer  and
Assistant Secretary and became a Vice President in October 1987.

      Mr.  Bush has served as Senior Vice President, Marketing  and
Strategic  Planning  since March 1993.  He joined  the  company  in
April 1991 as Vice President, Strategic Planning.  Prior to joining
Ross,  Mr.  Bush was affiliated with the consulting  firm,  Bain  &
Company, Inc.

      Mr.  Fassio  has  served as Senior Vice  President,  Property
Development since March 1991.  He joined the company in  June  1988
as  Vice  President  of Real Estate.  Prior to  joining  Ross,  Mr.
Fassio  was  Vice  President,  Real  Estate  and  Construction   at
Craftmart and Property Director of Safeway Stores, Inc.

      Mr.  Gluck  has served as Senior Vice President  and  General
Merchandise  Manager since August 1993.  He joined the  company  in
February 1989 as Vice President and Divisional Merchandise Manager.
Prior  to  joining  Ross, Mr. Gluck served as  General  Merchandise
Manager,  Vice President for Today's Man from May 1987 to  February
1989.

      Mr.  Hart  has  served  as Senior Vice President,  Management
Information  Systems  (MIS) and Distribution since  November  1988.
From  January  1987  to  November 1988, he served  as  Senior  Vice
President of MIS.  Mr. Hart joined the company in February 1983.

      Mr.  Jacobs  has  served  as  Senior  Vice  President,  Store
Operations  since  November 1988.  From November  1986  to  October
1988, he served as Regional Vice President, Director of Stores  for
the J.W. Robinson's division of May Department Stores.

       Ms.  Jamieson  became  Senior  Vice  President  and  General
Merchandise Manager in January 1995.  From December 1992 to January
1995,  she  served  as  Vice President and  Divisional  Merchandise
Manager.   Prior  to  joining Ross, Ms.  Jamieson  served  as  Vice
President and Divisional Merchandise Manager of the Home Store  for
Lord & Taylor from September 1983 to December 1992.

     Mr. Joyce has served as Senior Vice President, Human Resources
since July 1988.  Before joining Ross, he was Vice President, Human
Resources at Denny's, Inc. since February 1983.

      Ms.  Levy  has  served as Senior Vice President  and  General
Merchandise  Manager since May 1993.  Prior to  joining  Ross,  Ms.
Levy  was with R. H. Macy & Co., Inc. most recently as Senior  Vice
President  and  General Merchandise Manager from  January  1992  to
April 1993 and before that as their Regional Director - Stores from
May  1989 to January 1992 and from August 1985 to May 1989 she  was
their Divisional Merchandise Manager - Better Sportswear.

      Mr. Vuko has served as Senior Vice President, Controller  and
Principal  Accounting  Officer since  June  1992.   He  joined  the
company   in   October  1989  as  Vice  President,  Treasurer   and
Controller.



<PAGE> 10

                              PART II
                                 


ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
         STOCKHOLDER MATTERS

      See  the  information set forth under the caption  "Quarterly
Financial  Data (Unaudited)" under Note J of Notes to  Consolidated
Financial  Statements  in  Item  8  of  this  document   which   is
incorporated herein by reference.  The company's stock is traded on
the  Nasdaq  National  Market System under the  symbol  ROST.   The
number  of  stockholders of record as of April 10, 1995 was  1,186.
The company's Board of Directors declared an initial quarterly cash
dividend of $0.05 per common share on January 27, 1994.  On January
26,  1995,  the quarterly cash dividend was increased to $0.06  per
common share.


ITEM 6.  SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
                                                                                                 
($000, except per share data)             1994         1993          1992        1991       1990          1989<F1>
                                                                                                 
Operations                                                                                       
<S>                                 <C>          <C>           <C>           <C>        <C>            <C>
Sales                               $1,262,544   $1,122,033    $1,043,062    $926,377   $798,350       $733,469
Cost of goods sold and                                                                                         
              occupancy                920,265      814,745       742,749     656,504    568,896        508,788
              Percent of sales           72.9%        72.6%         71.2%       70.9%      71.3%          69.4%
General, selling and                                                                                           
              administrative           263,777      235,558       221,795     203,120    184,140        159,560
              Percent of sales           20.9%        21.0%         21.3%       21.9%      23.1%          21.8%
Depreciation and                                                                                               
              amortization              24,017       20,539        18,740      15,922     13,140         11,961
Interest                                 3,528        2,318         3,071       5,395      6,955          5,907
Insurance Proceeds                     (10,412)                                                                 
Earnings before taxes                   61,369       48,873        56,707      45,436     25,219         47,253
              Percent of sales            4.9%         4.4%          5.4%        4.9%       3.2%           6.4%
Provision for taxes                                                                                            
              on earnings               24,548       19,549        22,683      17,720      8,574         17,413
Net earnings                            36,821       29,324        34,024      27,716     16,645         29,840
              Percent of sales            2.9%         2.6%          3.3%        3.0%       2.1%           4.1%
Earnings per fully-diluted                                                                                     
              common share               $1.49        $1.14         $1.30       $1.09      $ .72          $1.24
Cash dividends declared per                                                                      
              common share              $  .21       $  .05                                        
                                                                                                 
<FN>                                                                                                 
<F1>Fiscal  1989 is a 53-week year; all other fiscal years are 52 weeks.                            
</FN>
</TABLE>






<PAGE> 11
                                        

<TABLE>
<CAPTION>                                        

                                                                                                  
($000, except per share data)                1994        1993        1992       1991        1990         1989<F1>
<S>                                      <C>         <C>         <C>        <C>         <C>          <C>
                                                                                                              
Financial Position                                                                                            
                                                                                                              
Merchandise inventory                    $275,183    $228,929    $221,048   $185,041    $157,899      $129,413
Property and equipment, net               171,251     144,152     128,070    126,848     114,913        88,342
Total assets                              506,241     437,371     419,870    357,690     309,543       249,766
Working capital                           131,776     125,047     121,012     77,448      67,002        60,373
Current ratio                               1.7:1       1.8:1       1.8:1      1.6:1       1.6:1         1.7:1
Total debt                                 46,069      33,308      33,525     40,723      57,600        53,900
Stockholders' equity                      254,551     228,222     209,595    162,583     123,064       103,768
Book value per common share                                                                                   
    outstanding at year-end                $10.42       $9.24       $8.23      $6.64       $5.33         $4.53
Total debt as a percent of                                                                                    
    total capitalization                      15%         13%         14%        20%         32%           34%
Return on average stockholders'                                                                               
    equity                                    15%         13%         18%        19%         15%           27%
                                                                                                              
                                                                                                              
Other Statistics                                                                                              
                                                                                                              
Number of stores opened                        35          22          23         20          29            17
Number of stores closed                         3           2           3          2                         1
Number of stores at year-end                  275         243         223        203         185           156
Comparable store sales increase                                                                               
    (decline) (52-week basis)                  2%        (1%)          3%         2%        (3%)            7%
Sales per square foot of selling                                                                              
    space (52-week basis)<F2>                $227        $222        $222       $214        $208          $215
Square feet of selling space                                                                                  
    at year-end (000)                       5,901       5,210       4,879      4,518       4,155         3,590
Number of employees at year-               10,516       8,949       8,156      7,397       7,164         6,054
    end
Number of average fully-diluted                                                                               
    shares at year-end (000)               24,723      25,791      26,249     25,496      23,251        24,142
Number of common stockholders                                                                                 
    of record at year-end                   1,168       1,275       1,381      1,340       1,715         1,511
                                                                                                              
<FN>                                                                                                              
<F1>Fiscal  1989 is a 53-week year; all other fiscal years  are  52 weeks.
<F2>Based on average annual selling square footage.                              
</FN>                                                                                                              
                                                                                                              
</TABLE>




<PAGE> 12


ITEM 7.  MANAGEMENT'S  DISCUSSION AND ANALYSIS  OF  FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

For  the fiscal years ended January 28, 1995, January 29, 1994  and
January 30, 1993 (referred to as 1994, 1993 and 1992).


Results of Operations

      Stores.  Total stores open at the end of 1994, 1993 and  1992
were  275,  243  and 223.  During 1994, the company opened  35  new
stores  and closed 3 stores, which included the fall 1994  openings
of  eight locations in the company's newest market, Houston, Texas.
During  1993, the company opened 22 new stores and closed 2 stores.
In 1992, the company opened 23 new stores and closed 3 stores.

      Sales.  Sales were $1.263 billion, $1.122 billion and  $1.043
billion  in  1994, 1993 and 1992, with each year consisting  of  52
weeks.  Comparable store sales increased 2% for 1994, decreased  1%
for 1993 and increased 3% for 1992.  The increase in sales for 1994
was  due to a greater number of stores in operation and an increase
in comparable store sales.  In 1993,  the increase in sales was due
to  a  greater number of stores in operation which offset a decline
in  comparable  store  sales caused by increased  competition.  The
increase in sales for 1992 was due to a greater number of stores in
operation  and an increase in comparable store sales.  The  company
anticipates that the competitive climate for apparel and  off-price
retailers will continue in 1995.

      Cost  of  Goods Sold and Occupancy.  Cost of goods  sold  and
occupancy  as a percentage of sales was 73%, 73% and 71% for  1994,
1993  and  1992.  Despite the increasingly competitive climate  for
apparel  retailers, the company was able to minimize the  increased
pressures on markdown levels in 1994.  The company believes this is
a  result  of  the  contributions made by  the  company's  expanded
merchandise organization.  In 1993, the change was due to increased
pressures on price points and markdown levels, resulting  from  the
competitive retail climate in 1993.

       General,  Selling  and  Administrative  Expenses.   General,
selling  and  administrative expenses were 21% of sales  for  1994,
1993  and  1992.   In  1994, management focused on  strong  expense
controls which allowed expenses overall to be flat as a percent  of
sales  for the year despite the increased costs that resulted  from
entering the Houston market in the fall of 1994 and increased costs
from  the  expanded merchandise organization.  In 1993,  management
focused  store  growth  primarily  in  existing  markets  and  also
maintained  strong  expense controls, which helped  to  offset  the
unfavorable  percentage increase normally associated  with  a  same
store sales decline.

      The  largest component of general, selling and administrative
expenses is payroll.  The total number of employees, including both
full   and   part-time,  at  year-end  1994,  1993  and  1992   was
approximately 10,500,  8,900 and 8,200.

      Depreciation and Amortization.  Depreciation and amortization
as  a percentage of sales has remained relatively constant over the
last  three years, due primarily to the consistent level of  assets
in each store.

      Interest.  The increase in interest expense in 1994 from 1993
resulted  from higher interest rates and higher average borrowings,
due  in  part  to the completion of the company's stock  repurchase
program.   The decrease in interest expense in 1993 from  1992  was
due to lower interest rates from the prior year partially offset by
increased borrowings due primarily to the company's repurchases  of
its common stock.

      Insurance Proceeds.  In March 1994, a section of the roof  at
the   company's  distribution  center  in  Carlisle,   Pennsylvania
collapsed  due  to unusually heavy snow accumulation.   In  October
1994,  the  company  entered into a settlement agreement  with  its
insurance carrier for claims related to the impact on business that
resulted  from  the  roof collapse.  This settlement  included  net
proceeds of $10.4 million for business interruption.


<PAGE> 13
      Taxes  on  Earnings.  The company's effective rate for  1994,
1993  and  1992 was 40%, which represents the applicable  statutory
rates  reduced by the federal benefit received for state taxes  and
targeted  jobs tax credits.  In August 1993, the federal government
enacted a new income tax law which raised the 34% corporate  income
tax  rate to 35%.  The change in both the mix of state income taxes
and  available tax credits allowed the company to maintain its  40%
effective tax rate.

Financial Condition

      Liquidity and Capital Resources.  During 1994, 1993 and 1992,
liquidity and capital requirements were provided by cash flows from
operations, bank borrowings and trade credit.  The company's  store
sites, central office, and California distribution center, as  well
as the buying offices, are leased and, except for certain leasehold
improvements   and  equipment,  do  not  represent  fixed   capital
investments.  Commitments related to operating leases are described
in  Note  D  of  Notes to Consolidated Financial  Statements.   The
company's  east coast distribution center is owned by  the  company
and  was  financed by a ten-year mortgage (see Note C of  Notes  to
Consolidated   Financial  Statements).   Short-term  trade   credit
represents  a  significant source of financing for  investments  in
merchandise inventories.  Trade credit arises from customary  trade
practices with the company's vendors.  Management regularly reviews
the  adequacy of credit available to the company from  all  sources
and  has  been able to maintain adequate lines to meet the  capital
and liquidity requirements of the company.

      During  1994,  the  primary uses  of  cash,  other  than  for
operating expenditures, were for merchandise inventory and property
and equipment to open 35 new stores, the remodeling of 32 stores, a
planned  increase in "packaway merchandise" inventory,  repurchases
in the open market of 820,000 shares of the company's common stock,
the acquisition of lease rights for eight new stores, and quarterly
dividend  payments.  During 1993, the primary uses of  cash,  other
than  operating  expenditures, were for merchandise  inventory  and
property and equipment to open 22 new stores, the remodeling of  12
stores, timing of accounts payable payments, and repurchases in the
open  market  of 1.2 million shares of the company's common  stock.
In   1992,   the  primary  uses  of  cash,  other  than   operating
expenditures,  were  for  merchandise inventory  and  property  and
equipment  to  open 23 new stores, prepaying $7 million  of  senior
debt,   and  making  opportunistic  inventory  purchases,   thereby
increasing  the  level of packaway inventory.   In 1994,  1993  and
1992, the company spent approximately $52 million, $33 million  and
$22 million for capital expenditures, net of leased equipment, that
included fixtures and leasehold improvements to open 35, 22 and  23
stores,  remodeling costs for 32, 12 and 0 stores and modifications
to  the  New  York  buying office, purchase  of  previously  leased
equipment  and  various expenditures for existing  stores  and  the
central office.

     The company currently intends to open 15 to 20 stores annually
through  1996.   The company anticipates that this growth  will  be
financed  primarily  from  cash flows  from  operating  activities,
available credit facilities, and lease commitments.

      The company's Board of Directors declared quarterly dividends
of  $.05  per common share beginning in January 1994.   In  January
1995, a 20% increase in the quarterly dividend payment to $.06  per
common  share  was declared by the Board of Directors,  payable  on
April  3,  1995.   The company uses cash flows from operations  and
available cash resources to provide for dividends.

      The  company  has available under its principal  bank  credit
agreement  a $110 million revolving credit facility, which  expires
in  July  1997.  At the company's option, the bank credit agreement
can  be  extended  for one year to July 1998.  In March  1992,  the
company obtained two short-term revolving credit facilities of  $10
million  and $15 million each.  A third short-term credit  facility
of  $15  million  was added in November 1992.  In  June  1994,  the
company  obtained  its  fourth short-term credit  facility  of  $10
million.   These facilities are available until canceled by  either
party.   At year-end 1994, 1993 and 1992, there were no outstanding
balances  under any revolving credit facility.  In June  1994,  the
company signed a $60 million term loan credit agreement with a bank
due  June  1999, of which $36 million was outstanding  at  year-end
1994.   This term loan replaced the $23 million term loan that  was
outstanding at year-ends 1993 and 1992.  For additional information
relating  to  these  obligations, refer  to  Note  C  of  Notes  to
Consolidated Financial Statements.

      Working capital was approximately $132 million at the end  of
1994  compared to $125 million at the end of 1993 and $121  million
at the end of 1992.  At year-end 1994, 1993 and 1992, the company's
current ratios were 1.7:1, 1.8:1 and 1.8:1.  The percentage of long-
term  debt to total capitalization at year-end 1994, 1993 and  1992
was 15% , 13% and 14%.

<PAGE> 14

      The company's primary source of liquidity is the sale of  its
merchandise inventories.  Management regularly reviews the age  and
condition  of  the  merchandise and is  able  to  maintain  current
inventory  in  its stores through the replenishment  processes  and
liquidation  of  non-current  merchandise  through  markdowns   and
clearances.

      In  March  1994,  a  section of the  roof  at  the  company's
distribution  center  in Carlisle, Pennsylvania  collapsed  due  to
unusually  heavy  snow accumulation. In October 1994,  the  company
entered into a settlement agreement with its insurance carrier  for
claims  related  to the impact on business that resulted  from  the
roof  collapse.   This settlement included net  proceeds  of  $10.4
million for business interruption.

      The  company  believes that cash flows from operations,  bank
credit  lines and trade credit are adequate to meet operating  cash
needs  as  well  as  to provide for dividend payments  and  planned
capital additions during 1995.



<PAGE> 15

I
TEM 8.       FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA


<TABLE>
                           CONSOLIDATED BALANCE SHEETS
                                        
<CAPTION>                                                                    
                                                        January 28,      January 29,
($000, except per share data)                                  1995             1994
<S>                                                       <C>             <C> 
                                                                    
ASSETS                                                              
                                                                    
CURRENT ASSETS                                                      
       Cash and cash equivalents                          $  23,581       $   32,307
       Accounts receivable                                    5,360            4,016
       Merchandise inventory                                275,183          228,929
       Prepaid expenses and other                            12,157           15,224
                                                           ________          _______
              Total Current Assets                          316,281          280,476
                                                                                    
PROPERTY AND EQUIPMENT                                                              
       Land and buildings                                    23,723           22,502
       Fixtures and equipment                               145,427          120,493
       Leasehold improvements                               111,615           89,588
       Construction-in-progress                              12,490           10,739
                                                            _______          _______       
                                                            293,255          243,322
       Less accumulated depreciation and amortization       122,004           99,170
                                                            _______          _______
                                                            171,251          144,152
                                                                                    
Intangibles and other assets                                 18,709           12,743
                                                          _________         ________ 
                                                          $ 506,241        $ 437,371
                                                                                    
                                                                                    
LIABILITIES AND STOCKHOLDERS' EQUITY                                                
                                                                                    
CURRENT LIABILITIES                                                                 
       Accounts payable                                   $ 109,589         $ 89,561
       Accrued expenses and other                            48,472           43,262
       Accrued payroll and benefits                          21,705           16,202
       Income taxes payable                                   4,739            6,404
                                                            _______          _______
              Total Current Liabilities                     184,505          155,429
       Long-term debt                                        46,069           33,308
       Deferred income taxes and other liabilities           21,116           20,412
STOCKHOLDERS' EQUITY                                                                
       Common stock, par value $.01 per share                                       
              Authorized 100,000,000 shares                                         
              Issued and outstanding 24,433,000 and                                 
                24,695,000 shares                               244              247
       Additional paid-in capital                           125,451          122,073
       Retained earnings                                    128,856          105,902
                                                            _______          _______
                                                            254,551          228,222
                                                          _________        _________
                                                          $ 506,241        $ 437,371
                                                                                    
                                                                              
See notes to consolidated financial statements.                      
                                                                              
</TABLE>

                                                                              


<PAGE> 16

<TABLE>
                       CONSOLIDATED STATEMENTS OF EARNINGS
                                        
<CAPTION>                                                                                
                                                       Year Ended   Year Ended      Year  Ended
($000, except share data)                             January 28,  January 29,      January 30,
                                                             1995         1994             1993
<S>                                                    <C>          <C>              <C>
                                                                                               
SALES                                                  $1,262,544   $1,122,033       $1,043,062
                                                                                               
COSTS AND EXPENSES                                                                             
       Cost of goods sold and occupancy                   920,265      814,745          742,749
       General, selling and administrative                263,777      235,558          221,795
       Depreciation and amortization                       24,017       20,539           18,740
       Interest                                             3,528        2,318            3,071
       Insurance proceeds                                (10,412)    
                                                        _________    _________         ________     
                                                        1,201,175    1,073,160          986,355
                                                        _________    _________         ________
Earnings before taxes                                      61,369       48,873           56,707
Provision for taxes on earnings                            24,548       19,549           22,683
                                                       __________    _________       __________
Net earnings                                           $   36,821    $  29,324       $   34,024
                                                                                               
                                                                                               
EARNINGS PER SHARE                                                                             
       Primary                                            $  1.49      $  1.14          $  1.32
       Fully-diluted                                      $  1.49      $  1.14          $  1.30
                                                                                               
                                                                                               
WEIGHTED AVERAGE SHARES OUTSTANDING (000)                                                      
       Primary                                             24,707       25,715           25,683
       Fully-diluted                                       24,723       25,791           26,249
                                                                                               
                                                                                               
See notes to consolidated financial statements.                                                
</TABLE>




<PAGE> 17

<TABLE>
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<CAPTION>                                                                       
                                               Common Stock
                                               ___________________
                                                                    Additional                     
(000's)                                                                Paid-In  Retained           
                                                Shares     Amount      Capital  Earnings      Total
<S>                                             <C>        <C>        <C>       <C>        <C>
                                                                                          
                                                                                          
BALANCE AT FEBRUARY 1, 1992                     24,491       $245     $106,765   $55,573   $162,583
Common stock issued under stock                                                                    
     plans, including tax benefit                  970         10       12,957               12,967
Payment on stock purchased                                                  21                   21
Net earnings                                                                      34,024     34,024
                                               _______        ___      _______    ______    _______ 
BALANCE AT JANUARY 30, 1993                     25,461        255      119,743    89,597    209,595
Common stock issued under stock                                                                    
     plans, including tax benefit                  414          4        8,101                8,105
Stock repurchased                              (1,180)       (12)      (5,771)  (11,791)   (17,574)
Net earnings                                                                      29,324     29,324
Dividends declared                                                               (1,228)    (1,228)
                                                ______        ___      _______   _______    _______      
BALANCE AT JANUARY 29, 1994                     24,695        247      122,073   105,902    228,222
Common stock issued under stock                                                                    
     plans, including tax benefit                  558          5        7,500                7,505
Stock repurchased                                (820)        (8)      (4,122)   (8,725)   (12,855)
Net earnings                                                                      36,821     36,821
Dividends declared                                                               (5,142)    (5,142)
                                                ______       ____     _______   ________   ________   
BALANCE AT JANUARY 28, 1995                     24,433       $244     $125,451  $128,856   $254,551
                                                                                          


See notes to consolidated financial statements.
                                                      
</TABLE>






<PAGE> 18

<TABLE>
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<CAPTION>
                                                                   Year Ended   Year Ended    Year Ended
                                                                  January 28,  January 29,   January 30,
($000)                                                                   1995         1994          1993
<S>                                                               <C>          <C>           <C>
                                                                                                        
CASH FLOWS FROM OPERATING ACTIVITIES                                                                    
     Net earnings                                                     $36,821      $29,324       $34,024
     Adjustments to reconcile net earnings to net                                                       
         cash provided by operating activities:
        Depreciation and amortization of property and                                                   
           equipment                                                   24,017       20,539        18,740
        Other amortization                                              4,995        8,741         8,424
        Deferred income taxes                                             923          669         2,911
     Change in assets and liabilities:                                                                  
        (Increase) in merchandise inventory                           (46,254)      (7,881)      (36,007)
        (Increase) decrease in other current assets - net               1,720       (6,528)       (5,385)
        Increase (decrease) in accounts payable                        19,787       (7,398)        5,427
        Increase (decrease) in other current liabilities - net          8,154         (361)       11,615
      Other                                                            (4,947)       1,080         3,609
                                                                      ________      ______        ______ 
        Net cash provided by operating activities                      45,216       38,185        43,358
                                                                                                        
                                                                                                        
CASH FLOWS FROM INVESTING ACTIVITIES                                                                    
      Additions to property and equipment                             (52,055)     (33,391)      (21,657)
                                                                      _______      ________      ________   
        Net cash used in investing activities                         (52,055)     (33,391)      (21,657)
                                                                                                        
                                                                                                        
CASH FLOWS FROM FINANCING ACTIVITIES                                                                    
     Repayment of senior notes                                                                    (7,000)
     Proceeds (repayment) of long-term debt                            12,666         (303)         (296)
     Issuance of common stock related to stock plans                    3,202        4,933         9,678
     Repurchase of common stock                                       (12,855)     (17,574)              
     Dividends paid                                                    (4,900)                           
                                                                      ________    ________         ______    
       Net cash provided by (used in) financing activities             (1,887)     (12,944)        2,382
                                                                      ________    _________       _______      
     Net increase (decrease) in cash and cash equivalents              (8,726)      (8,150)       24,083
     Cash and cash equivalents:                                                                         
         Beginning of year                                             32,307       40,457        16,374
                                                                      _______     ________       ________  
         End of year                                                  $23,581      $32,307       $40,457
                                                                                                        
                                                                                                        
See notes to consolidated financial statements.                                                         

</TABLE>





<PAGE> 19



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

      For the Fiscal Years Ended January 28, 1995, January 29, 1994
and January 30, 1993 (referred to as 1994, 1993 and 1992).

Note A: Summary of Significant Accounting Policies

      Business.   The  company is an off-price  retailer  of  first
quality,  in-season, branded apparel, shoes,  gift  items  for  the
home, bed and bath items, fragrances and accessories for the entire
family.  At January 28, 1995, the company operated 275 stores.

      Principles  of  Consolidation.   The  consolidated  financial
statements  include the accounts of all subsidiaries.  Intercompany
transactions   and   accounts  have   been   eliminated.    Certain
reclassifications  have been made in the 1993  and  1992  financial
statements  to conform to the 1994 presentation.  The  years  1994,
1993 and 1992 consisted of 52 weeks.

      Cash  Equivalents.  Cash equivalents are highly liquid, fixed
income  instruments purchased with a maturity of  three  months  or
less.

     Merchandise Inventory.  Merchandise inventory is stated at the
lower of cost or market determined under the unit cost method.

      Store  Opening Expenses.  Store opening expenses are deferred
until  the store's grand opening date, and then the deferred  costs
are  expensed.   During  1993, the company changed  its  accounting
treatment  from  deferring and amortizing store  opening  expenses,
resulting in all pre-opening expenses for 1993 new stores  and  any
prior  year deferred costs being expensed in 1993.  The  effect  of
this  change in accounting principle did not have a material impact
on any of the periods presented.

      Advertising.   All  advertising expenses  are  expensed  when
incurred,  resulting in no advertising amounts recorded as  assets.
In  1994,  1993 and 1992, advertising expenses were $36.5  million,
$33.8 million and $34.1 million.

     Deferred Rent.  Many of the company's leases signed since 1988
contain  fixed  escalations of the minimum  annual  lease  payments
during  the  original  term of the lease.  For  these  leases,  the
company  recognizes  rental expense on a  straight-line  basis  and
records the difference between the average rental amount charged to
expense  and  the amount payable under the lease as deferred  rent.
At  the end of 1994 and 1993, the balance of deferred rent was $7.5
million  and  $6.4  million.  Deferred rent is  included  in  other
liabilities.

      Intangibles  and Other Assets.  Intangibles and other  assets
include lease rights and interests and the excess of cost over  the
acquired  net  assets.   Lease  rights  and  interests  consist  of
payments made to acquire store leases, which are amortized over the
remaining  applicable life of the lease.  The excess of  cost  over
the  acquired net assets is amortized on a straight-line basis over
a period of 40 years.

      Property and Equipment.  Property and equipment are stated at
cost.  Depreciation  is calculated using the  straight-line  method
over the estimated useful life of the asset, typically ranging from
five  to  twelve  years for equipment and 20 to 40 years  for  real
property.  The cost of leasehold improvements is amortized over the
estimated  useful life of the asset or the applicable  lease  term,
whichever  is  less.   Computer hardware  and  software  costs  are
included  in  fixtures and equipment and are amortized  over  their
estimated useful life of five years.

      Estimated Fair Value of Financial Instruments.  Statement  of
Financial  Accounting  Standards No. 107  (SFAS  107),  Disclosures
About  Fair Value of Financial Instruments, requires disclosure  of
the  estimated  fair value of financial instruments.  The  carrying
value  of cash and cash equivalents, accounts receivable,  accounts
payable and long-term debt approximates their estimated fair value.

<PAGE> 20
      Taxes  on  Earnings.   Income taxes are accounted  for  under
Statement  of  Financial Accounting Standards No. 109  (SFAS  109),
Accounting  for  Income Taxes. SFAS 109 is an asset  and  liability
approach  that requires the recognition of deferred tax assets  and
liabilities for the expected future tax consequences of events that
have  been recognized in the company's financial statements or  tax
returns.  In estimating future tax consequences, SFAS 109 generally
considers all expected future events other than changes in the  tax
law or rates.

      Earnings Per Share.  Earnings per share are based on  primary
and  fully-diluted weighted average common shares and common  stock
equivalents  outstanding during the year, as calculated  under  the
treasury  stock  method.  The company's  common  stock  equivalents
consist of outstanding stock options.


Note B: Statements of Cash Flows Supplemental Disclosures

     Total cash paid for interest and taxes is as follows:

     ($000)                 1994       1993        1992
                                                       
     Interest             $3,828    $ 2,850     $ 3,229
     Income taxes        $24,614    $21,014     $14,871
                               
                                                       


Note C: Long-Term Debt

     Long-term debt consists of the following:

      ($000)                   1994         1993
                                                
      Mortgage              $10,069      $10,308
      Term loan              36,000       23,000
                            _______      ______
                            $46,069      $33,308

The  weighted  average interest rates on borrowings outstanding  at
1994 and 1993 year-ends were 7.1% and 6.0%.

      Mortgage.   On August 8, 1991, the company obtained  a  $10.8
million  mortgage at 9.5% interest, collateralized by the land  and
building  of  its  east  coast distribution  center.  Interest  and
principal are based on a 20-year amortization period.  The mortgage
is  due  in  2001  with  principal payments of $263,000,  $288,000,
$318,000, $349,000 and $384,000 due in 1995, 1996, 1997,  1998  and
1999,  respectively.  In 1996, the interest rate will be  reset  at
the  lender's  best  prevailing interest rate  or  repaid,  at  the
company's option.

     Term Loan.  On June 22, 1994, the company signed a $60 million
term  loan credit agreement with a bank due in June 1999, of  which
$36  million  was outstanding at year-end 1994.  Repayment  is  not
required until June 1999.  The interest rate, which is based on the
London Interbank Offered Rate (LIBOR), was 6% at January 28,  1995.
This  term  loan  replaced  the $23  million  term  loan  that  was
outstanding at year-end 1993.

      Bank Credit Facilities.  The company has available under  its
principal credit agreement a $110 million revolving credit facility
which expires in July 1997 and is renewable at the company's option
for  a one-year period.  The credit facility is also available  for
the  issuance  of  letters of credit. Interest is  payable  monthly
under several pricing options, including the bank's prime rate.  At
year-end  1994  and 1993, the company had $13.6 million  and  $11.7
million  in  outstanding letters of credit.   Borrowing  under  the
credit  facility  is  subject  to the company  maintaining  certain
levels of tangible net worth, pretax earnings and leverage ratios.

<PAGE> 21
      In  addition, the company has $50 million in short-term  bank
lines of credit which are available until canceled by either party.
When  utilized,  interest is payable monthly under several  pricing
options.

      Included in accounts payable are checks outstanding in excess
of  cash  balances of approximately $22.6 million and $13.9 million
at  year-end 1994 and 1993.  The company can utilize its  revolving
line  of credit to cover payment of these checks as they clear  the
bank.


Note D: Leases

      The  company  leases  its distribution center  and  corporate
office located in Newark, California under a 15-year, noncancelable
lease  agreement  expiring 2002.  The lease  contains  six  renewal
options  of  five years each.  In addition, the company leases  its
store   sites,   selected  computer  and  related  equipment,   and
distribution center equipment under operating leases with original,
noncancelable  terms that in general range from  three  to  fifteen
years,  expiring  through  2009.   Store leases  typically  contain
provisions  for  two to three renewal options of five  years  each.
Most  store  leases also provide for minimum annual  rentals,  with
provisions for additional rent based on percentage of sales and for
payment of certain expenses.

The aggregate future minimum annual lease payments under leases  in
effect at year-end 1994 are as follows:


               ($000)             Amounts
               1995             $  80,618
               1996                77,551
               1997                71,181
               1998                67,626
               1999                63,387
               Later years        188,413
                                 ________
               Total             $548,776

Total rent expense for all operating leases is as follows:

 ($000)                    1994      1993       1992
                                                    
 Minimum rentals        $76,593   $70,856    $65,329
                                          


Note E: Taxes on Earnings

     The provision for  taxes consists of the following:

 ($000)                    1994       1993       1992
                                                     
 CURRENTLY PAYABLE                                   
      Federal           $18,987    $14,885    $14,342
      State               4,638      3,995      3,660
                         ______     ______     ______ 
                         23,625     18,880     18,002
                                                     
 DEFERRED                                            
      Federal               565        506      4,065
      State                 358        163        616
                         ______     ______     ______
                            923        669      4,681
                         ______     ______     ______
                        $24,548    $19,549    $22,683
                                           


<PAGE> 22
      In  1994,  1993 and 1992, tax benefits of $0.7 million,  $2.7
million and $2.9 million related to stock options exercised and the
vesting  of  restricted stock were credited to  additional  paid-in
capital.

     The  provisions  for  income  taxes  for  financial  reporting
purposes  are different from the tax provision computed by applying
the  statutory  federal  income  tax  rate.   The  differences  are
reconciled as follows:


                                                 1994  1993   1992
                                                                  
                                                                  
 Federal income taxes at the statutory rate       35%   35%    34%
                                                                  
 Increase in income taxes resulting from:                         
      State income taxes, net of federal           5%    5%     5%
 benefit
      Other, net                                                1%
                                                  ___   ___    ___
                                                  40%   40%    40%
                                                                  


The components of the net deferred tax liability at year-end are as
follows:


 ($000)                                   1994        1993
                                                          
 DEFERRED TAX ASSETS                                      


      California franchise taxes      $    883    $    688
      Inventory                            207         203
      Straight-line rent                 3,206       2,737
      Deferred compensation              3,873       2,625
      Reserve for uninsured losses       1,455       1,615
      Employee benefits                  3,601       2,346
      Other                              1,748       1,230
                                        ______      ______
                                        14,973      11,444
                                                          
 DEFERRED TAX LIABILITIES                                 
      Depreciation                    (15,393)    (11,382)
      Prepaid expenses                 (4,859)     (5,811)
      Supplies                         (1,380)            
      Other                               (42)        (29)
                                      ________    _______
                                      (21,674)    (17,222)
                                     _________   _________
                       
 NET DEFERRED TAX LIABILITIES        ($ 6,701)   ($ 5,778)
                                                          


Note F: Insurance Proceeds

      In  March  1994,  a  section of the  roof  at  the  company's
distribution  center  in Carlisle, Pennsylvania  collapsed  due  to
unusually  heavy snow accumulation.  In October 1994,  the  company
entered into a settlement agreement with its insurance carrier  for
claims  related  to the impact on business that resulted  from  the
roof  collapse.   This settlement included net  proceeds  of  $10.4
million for business interruption.


<PAGE> 23
Note G: Employee Benefit Plans

      The  company  has  available to certain  employees  a  profit
sharing  retirement  plan.  Under the Plan,  employee  and  company
contributions  and accumulated Plan earnings qualify for  favorable
tax  treatment  under Section 401(k) of the Internal Revenue  Code.
In  1987,  the  company adopted an Incentive Compensation  Program,
which provides cash awards to key management employees based on the
company's  and the individual's performance.  In 1991, the  company
Dbegan  offering  an Executive Supplemental Retirement  Plan,  which
allows  eligible  employees to purchase individual  life  insurance
policies  and/or  annuity contracts.  In  1993,  the  company  made
available  to management a Nonqualified Deferred Compensation  Plan
which  allows  management  to contribute  on  a  pre-tax  basis  in
addition  to  the  401(k) Plan.  This Plan does not  qualify  under
Section 401(k) of the Internal Revenue Code.


Note H: Stockholders' Equity

      The  company's Board of Directors declared dividends of  $.05
per  common share in January, June, August and November 1994.    In
January 1995, a quarterly dividend payment of $.06 per common share
was  declared by the Board of Directors, payable on or about  April
3, 1995.

      Preferred  Stock.   The company has four  million  shares  of
preferred stock authorized, with a par value of $.01 per share.  No
preferred  stock  has been issued or outstanding  during  the  past
three years.

     Common Stock.  On February 4, 1993, the company announced that
its  Board of Directors approved a repurchase of up to one  million
shares  of  common  stock.   On  November  17,  1993,  the  company
announced  that  the  Board  extended the  repurchase  program  and
authorized  the  buyback  of  an  additional  one  million  shares.
Approximately  1.2 million shares were repurchased  at  an  average
price  of $14.89 per share in 1993 and the remaining 820,000 shares
were repurchased in 1994 at an average price of $15.68 per share.

     Stock Options.  The company's Stock Option Plan allows for the
granting of incentive and nonqualified stock options at prices  not
less  than the fair market value of the common shares on  the  date
the  option  is  granted,  and normally  vest  over  a  period  not
exceeding  four  years from the date of grant.  Options  under  the
Plan   are   exercisable  upon  grant,  subject  to  the  company's
conditional right to repurchase unvested shares.  The following  is
a  summary  of stock option activity under the Plan for 1994,  1993
and 1992.

                                      Number of    Average
 (000)                                   Shares      Price
 Outstanding and exercisable at                   
     February 1, 1992                      2,049   $  9.13
        Granted                              705    $18.85
        Exercised                          (681)   $  8.47
        Canceled                            (57)    $12.39
 Outstanding and exercisable at                   
     January 30, 1993                      2,016    $12.67
        Granted                             584     $18.49
        Exercised                         (185)    $  7.59
        Canceled                          (117)     $16.04
 Outstanding and exercisable at                   
     January 29, 1994                     2,298     $14.38
                          Granted           738     $15.59
                        Exercised         (170)     $ 8.49
                         Canceled          (91)     $17.80
 Outstanding and exercisable at                   
     January 28, 1995                     2,775     $14.95

At  year-end 1994, 1993 and 1992, 1.1 million, 1.7 million and  2.2
million shares remained available for grant under the Plan.

<PAGE> 24
      Restricted  Stock.  During 1994, 1993 and 1992,  the  company
awarded  278,000, 194,000, and 234,000 shares to certain  employees
under  the Restricted Stock Plan, of which 8,000, 49,000 and  7,000
were  subsequently canceled and returned to the share reserve.   At
year-end  1994, 1993 and 1992, 225,000, 495,000 and 640,000  shares
remained  available  for  grant under the Plan.   The  compensation
associated  with these awards is amortized over vesting periods  of
generally two to five years.  At year-end 1994, 1993 and 1992,  the
unamortized compensation expense was $4.7 million, $4.8 million and
$5.1 million and was included in additional paid-in capital.

       Employee   Stock  Purchase  Plan.   During  1994,  employees
purchased  approximately  116,000 shares of  the  company's  common
stock  through payroll deductions under the Employee Stock Purchase
Plan.   Through January 28, 1995, approximately 511,000 shares  had
been  issued under this Plan, and 89,000 shares remained  available
for future issuance under the Plan.

      Outside Directors Stock Option Plan.  Under this Plan,  stock
options are to be granted at exercise prices not less than the fair
market  value  of  the  common shares on the  date  the  option  is
granted, and normally vest over a period not exceeding three  years
from  the date of the grant.  Through January 28, 1995, the company
had  granted  options for approximately 97,000 shares  at  exercise
prices  ranging  from  $8.63  to $20.88 per  share.   During  1994,
options  for 11,000 shares were exercised at $8.63 per  share,  and
options  for 3,000 shares were canceled and returned to  the  share
reserve.   At  year-end 1994, 31,000 shares remained available  for
grants  under  the  Plan,  and options for 83,000  shares  remained
outstanding and exercisable.


Note I: Legal Proceedings

     The company is party to various legal proceedings arising from
normal   business  activities.   In  the  opinion  of   management,
resolution of these matters will not have a material adverse effect
on the company's consolidated financial condition.


Note J: Quarterly Financial Data (Unaudited)

<TABLE>
<CAPTION>
                            13 Weeks     13 Weeks    13 Weeks      13 Weeks   52 Weeks
($000, except per share        Ended        Ended       Ended         Ended      Ended
data)                      April 30,     July 30,     October   January 28,    January
                                1994         1994         29,          1995   28, 1995
                                                         1994
<S>                         <C>          <C>         <C>        <C>         <C>
                                                                                      
Sales                       $264,207     $312,296    $294,960      $391,080 $1,262,544
Gross margin, after                                                                   
  occupancy                   72,621       86,345      80,050       103,263    342,279
Net earnings                   4,408        8,847      11,085<F1>    12,481     36,821
Net earnings per fully-                                                               
  diluted share                  .18          .36         .45<F1>      .51       1.49
Dividends declared per                                                                
  share on common stock                       .05         .05        .11<F2>      .21
Closing stock price<F3>                                                                
  High                        17 1/2           17          17        14 3/8     17 1/2
  Low                         13 1/4       13 1/4      13 7/8        10 3/8     10 3/8
<FN>                                                                                      
<F1>Includes after-tax net insurance proceeds of $6.247 million or $.25 per
share.

<F2>Includes $.05 per share dividend declared November 1994 and a $.06 per share
dividend declared in January 1995.

<F3>Ross Stores, Inc. common stock trades on the NASDAQ National Market System
(NMS) under the symbol ROST.
</FN>
</TABLE>



<PAGE> 25

<TABLE>
<CAPTION>
                           13 Weeks      13 Weeks    13 Weeks     13 Weeks       52 Weeks
($000, except per share       Ended         Ended       Ended        Ended          Ended
data)                        May 1,      July 31,     October  January 29,    January 29,
                               1993          1993         30,         1994           1994
                                                         1993
<S>                        <C>           <C>         <C>          <C>          <C>
                                                                                         
Sales                      $239,552      $275,965    $262,244     $344,272     $1,122,033
Gross margin, after                                                                      
  occupancy                  67,368        75,045      71,498       93,378        307,288
Net earnings                  3,594         8,153       4,786       12,791         29,324
Net earnings per fully-                                                                  
  diluted share                 .14           .31         .19          .51           1.14
Dividends declared per                                                                   
  share on common stock                                                .05            .05
Closing stock price<F3>                                                                   
  High                       23 1/2        16 1/8      15 5/8           18         23 1/2
  Low                            15        12 7/8      13 1/8       12 5/8         12 5/8
                                                                                         

<FN>
<F1> Includes after-tax net insurance proceeds of $6.247 million or $.25 per
share.

<F2> Includes $.05 per share dividend declared November 1994 and a $.06 per share
dividend declared in January 1995.

<F3> Ross Stores, Inc. common stock trades on the NASDAQ National Market System
(NMS) under the symbol ROST.
</FN>
</TABLE>




<PAGE> 26







INDEPENDENT AUDITORS' REPORT



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



We  have  audited the accompanying consolidated balance  sheets  of
Ross  Stores, Inc. and subsidiaries (the "company") as  of  January
28,  1995  and  January  29,  1994, and  the  related  consolidated
statements  of earnings, stockholders' equity, and cash  flows  for
each  of  the  three  years in the period ended January  28,  1995.
These  financial statements are the responsibility of the company's
management.  Our responsibility is to express an opinion  on  these
financial statements based on our audits.

We  conducted  our  audits  in accordance with  generally  accepted
auditing  standards.   Those standards require  that  we  plan  and
perform the audit to obtain reasonable assurance about whether  the
financial statements are free of material misstatement.   An  audit
includes  examining,  on  a  test basis,  evidence  supporting  the
amounts and disclosures in the financial statements.  An audit also
includes  assessing the accounting principles used and  significant
estimates  made  by management, as well as evaluating  the  overall
financial  statement  presentation.  We  believe  that  our  audits
provide a reasonable basis for our opinion.

In  our  opinion,  such consolidated financial  statements  present
fairly,  in  all material respects, the financial position  of  the
company  as  of  January 28, 1995 and January  29,  1994,  and  the
results  of their operations and their cash flows for each  of  the
three years in the period ended January 28, 1995 in conformity with
generally accepted accounting principles.



DELOITTE & TOUCHE LLP
San Francisco, California

March 13, 1995





<PAGE> 27

I
TEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

     None.



                             PART III
                                 


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

      For information with respect to the executive officers of the
Registrant, see "Executive Officers of the Registrant" at  the  end
of  Part  I  of  this  report.  Information  with  respect  to  the
Directors of the Registrant is incorporated herein by reference  to
the  section entitled "Information Regarding Nominees and Incumbent
Directors" of the Ross Stores, Inc. Proxy Statement for the  Annual
Meeting  of Stockholders to be held on Thursday, May 25, 1995  (the
"Proxy Statement").


ITEM 11. EXECUTIVE COMPENSATION

      Incorporated herein by reference to the sections of the Proxy
Statement  entitled  (i)  "Compensation  Committee  Interlocks  and
Insider  Participation"; (ii) "Compensation  of  Directors";  (iii)
"Employment  Contracts,  Termination of Employment  and  Change-in-
Control  Arrangements"; and (iv) the following  tables,  and  their
footnotes, Summary Compensation, Option Grants in Last Fiscal  Year
and Aggregated Option Exercises and Year-End Value.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT

      Incorporated herein by reference to the section of the  Proxy
Statement  entitled "Stock Ownership of Certain  Beneficial  Owners
and Management".


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      Incorporated herein by reference to the sections of the Proxy
Statement  entitled  (i)  "Compensation  of  Directors"  and   (ii)
"Certain Transactions".
                                 


<PAGE> 28

                              PART IV



ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON
         FORM 8-K

  (a)  The following financial statements, schedules and exhibits  
       are  filed  as  part  of this report or  are  incorporated
       herein as indicated:
                                                                   
   1.  List of Financial Statements.
       The following consolidated financial statements included
       herein as Item 8:

       Consolidated  Balance  Sheets at January  28,  1995  and
          January 29, 1994.
       Consolidated Statements of Earnings for the years  ended
          January 28, 1995, January 29, 1994 and January 30, 1993.
       Consolidated Statements of Stockholders' Equity for  the
          years ended January 28, 1995, January 29, 1994 and January  30,
          1993.
       Consolidated  Statements of Cash  Flows  for  the  years ended 
          January 28, 1995, January 29, 1994 and January 30, 1993.
       Notes to Consolidated Financial Statements.
       Independent Auditors' Report.
       
          
   2.  List of Financial Statement Schedules.

       Schedules are omitted because they are not required, not
       applicable,  or  shown  in the financial  statements  or
       notes thereto which are contained in this Report.

   3.  List  of  Exhibits  (in  accordance  with  Item  601  of
       Regulation S-K)

               
                                                      
                                                      
  3.1   Certificate  of  Incorporation,  as  amended, 
        incorporated by reference to Exhibit  3.1  to
        the  Registration Statement on Form 8-B  (the
        "Form  8-B") filed September 1, 1989 by  Ross
        Stores,  Inc., a Delaware corporation  ("Ross
        Stores").
                                                      
  3.2   Amended  Bylaws,  dated  August 25,  1994,  incorporated  by
        reference  to  Exhibit 3.2 to the Form 10-Q  filed  by  Ross
        Stores for its quarter ended July 30, 1994.
        
  10.1  Agreement  of  Lease,  dated November  24,  1986,  for  Ross
        Stores'  corporate headquarters and distribution  center  in
        Newark,  CA,  incorporated by reference to Exhibit  10.5  to
        the Form 8-B.
        
  10.2  Revolving Credit Agreement, dated July 31, 1993, among  Ross
        Stores,  Wells  Fargo  Bank,  National  Association  ("Wells
        Fargo"),  Bank  of  America, N.T.  &  S.A.,  Nationsbank  of
        Texas,  N.A.,  and Banque Nationale de Paris ("Banks");  and
        Wells  Fargo  Bank  as  agent  for  Banks,  incorporated  by
        reference  to Exhibit 10.17 to the Form 10-Q filed  by  Ross
        Stores for its quarter ended July 31, 1993.
        
  10.3  First Amendment to Revolving Credit Agreement, effective  on
        July  31,  1994, by and among Ross Stores, Banks  and  Wells
        Fargo Bank as agent for Banks, incorporated by reference  to
        Exhibit  10.5 to the Form 10-Q filed by Ross Stores for  its
        quarter ended July 30, 1994.
        
  10.4  Credit  Agreement,  dated as of June 22,  1994,  among  Ross
        Stores,   Bank  of  America  National  Trust   and   Savings
        Association  as Agent, the Industrial Bank of Japan  as  Co-
        Agent  and  the other financial institutions party  thereto,
        incorporated by reference to Exhibit 10.6 to the  Form  10-Q
        filed by Ross Stores for its quarter ended July 30, 1994.

<PAGE> 29
        Management  Contracts and Compensatory Plans (Exhibits  10.5
        - 10.15)

  10.5  Ross   Stores  1992  Stock  Option  Plan,  incorporated   by
        reference  to  Exhibit 19.1 to the Form 10-Q filed  by  Ross
        Stores for its quarter ended August 1, 1992.
        
  10.6  Third  Amended  and  Restated  Ross  Stores  Employee  Stock
        Purchase Plan, incorporated by reference to Exhibit 19.2  to
        the  Form  10-Q  filed by Ross Stores for its quarter  ended
        August 1, 1992.
        
  10.7  Third  Amended  and  Restated Ross  Stores  1988  Restricted
        Stock  Plan,  incorporated by reference to Exhibit  19.3  to
        the  Form  10-Q  filed by Ross Stores for its quarter  ended
        August 1, 1992.
        
  10.8  1991  Outside  Directors Stock Option Plan, incorporated  by
        reference  to Exhibit 10.13 to the 1991 Form 10-K  filed  by
        Ross Stores for its year ended February 1, 1992.
        
  10.9  Ross   Stores   Executive  Medical  Plan,  incorporated   by
        reference  to Exhibit 10.13 to the 1993 Form 10-K  filed  by
        Ross  Stores for its year ended January 29, 1994 ("1993 Form
        10-K").
        
 10.10  Third   Amended   and   Restated   Ross   Stores   Executive
        Supplemental  Retirement Plan, incorporated by reference  to
        Exhibit 10.14 to the 1993 Form 10-K.
        
 10.11  Ross   Stores  Non-Qualified  Deferred  Compensation   Plan,
        incorporated by reference to Exhibit 10.15 to the 1993  Form
        10-K.
        
 10.12  Ross  Stores  Incentive Compensation Plan,  incorporated  by
       reference to Exhibit 10.16 to the 1993 Form 10-K.
        
 10.13  Employment  Agreement  between Ross  Stores  and  Norman  A.
        Ferber,  effective  as  of  June 8,  1994,  incorporated  by
        reference  to Exhibit 10.15 to the Form 10-Q filed  by  Ross
        Stores for its quarter ended July 30, 1994.
        
 10.14  Employment  Agreement  between Ross  Stores  and  Melvin  A.
        Wilmore,  effective  as of March 15,  1994  incorporated  by
        reference  to Exhibit 10.20 to the Form 10-Q filed  by  Ross
        Stores for its quarter ended April 30, 1994.
        
 10.15  Consulting  Agreement  between Ross  Stores  and  Stuart  G.
        Moldaw,  effective  as  of March 12, 1993,  incorporated  by
        reference  to Exhibit 10.16 to the Form 10-Q filed  by  Ross
        Stores for its quarter ended July 31, 1993.
        
  11    Statement re: Computation of Per Share Earnings.
        
  23    Independent Auditors' Consent.
        
  27    Financial Data Schedule (submitted for SEC use only).

<PAGE> 30

                            SIGNATURES


      Pursuant to the requirements of Section 13 or 15 (d)  of  the
Securities  Exchange Act of 1934, the Registrant  has  duly  caused
this  Report  to  be  signed  on its  behalf  by  the  undersigned,
thereunto duly authorized.


                              ROSS STORES, INC.
                                     (Registrant)


Date:  April 24, 1995         By   /s/Norman A. Ferber
                              (Norman A. Ferber, Chairman of the Board
                               and Chief Executive Officer)


     Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf  of  the Registrant and in the capacities and on  the  dates
indicated.

      Signature               Title                    Date

/s/Norman A. Ferber      Chairman, Chief Executive      April 24, 1995
Norman A. Ferber         Officer and Director           
                                                        
/s/M. Wilmore            President, Chief Operating     April 24, 1995
Melvin A. Wilmore        Officer and Director           
                                                        
/s/Earl Benson           Senior Vice President,         April 24, 1995
Earl T. Benson           Chief Financial Officer        
                         and Secretary                  
                                                        
/s/John M. Vuko          Senior Vice President,         April 24, 1995
John M. Vuko             Controller and                 
                         Principal Accounting Officer   
                                                        
/s/Stuart G. Moldaw      Chairman Emeritus, Director    April 24, 1995
Stuart G. Moldaw                                        
                                                        
/s/Donald G. Fisher      Director                       April 24, 1995
Donald G. Fisher                                        
                                                        
/s/G. Orban              Director                       April 24, 1995
George P. Orban                                         
                                                        
/s/Donald H. Seiler      Director                       April 24, 1995
Donald H. Seiler                                        
                                                        
/s/Philip Schlein        Director                       April 24, 1995
Philip Schlein                                          
                                                        
/s/D. L. Weaver          Director                       April 24, 1995
Donna L. Weaver                                         


<PAGE> 31

                         INDEX TO EXHIBITS



Exhibit
Number                               Exhibit


  3.1   Certificate   of   Incorporation,  as  amended,  incorporated   by  
        reference to Exhibit 3.1 to the Registration Statement on Form 8-B
        (the  "Form 8-B") filed September 1, 1989 by Ross Stores, Inc.,  a
        Delaware corporation ("Ross Stores").
                                                                            
  3.2   Amended  Bylaws, dated August 25, 1994, incorporated by  reference  
        to  Exhibit  3.2  to the Form 10-Q filed by Ross  Stores  for  its
        quarter ended July 30, 1994.
                                                                            
  10.1  Agreement  of  Lease, dated November 24, 1986,  for  Ross  Stores'  
        corporate  headquarters and distribution  center  in  Newark,  CA,
        incorporated by reference to Exhibit 10.5 to the Form 8-B.
                                                                            
  10.2  Revolving  Credit  Agreement, dated  July  31,  1993,  among  Ross  
        Stores,  Wells  Fargo Bank, National Association ("Wells  Fargo"),
        Bank  of  America,  N.T. & S.A., Nationsbank of Texas,  N.A.,  and
        Banque Nationale de Paris ("Banks"); and Wells Fargo Bank as agent
        for  Banks, incorporated by reference to Exhibit 10.17 to the Form
        10-Q filed by Ross Stores for its quarter ended July 31, 1993.
                                                                            
  10.3  First  Amendment to Revolving Credit Agreement, effective on  July  
        31, 1994, by and among Ross Stores, Banks and Wells Fargo Bank  as
        agent for Banks, incorporated by reference to Exhibit 10.5 to  the
        Form  10-Q  filed by Ross Stores for its quarter  ended  July  30,
        1994.
                                                                            
  10.4  Credit  Agreement, dated as of June 22, 1994, among  Ross  Stores,  
        Bank  of America National Trust and Savings Association as  Agent,
        the  Industrial Bank of Japan as Co-Agent and the other  financial
        institutions party thereto, incorporated by reference  to  Exhibit
        10.6  to the Form 10-Q filed by Ross Stores for its quarter  ended
        July 30, 1994.
                                                                            
        Management  Contracts  and Compensatory  Plans  (Exhibits  10.5  -  
        10.15)
                                                                            
  10.5  Ross  Stores 1992 Stock Option Plan, incorporated by reference  to  
        Exhibit 19.1 to the Form 10-Q filed by Ross Stores for its quarter
        ended August 1, 1992.
                                                                            
  10.6  Third  Amended  and Restated Ross Stores Employee  Stock  Purchase  
        Plan,  incorporated by reference to Exhibit 19.2 to the Form  10-Q
        filed by Ross Stores for its quarter ended August 1, 1992.
                                                                            
  10.7  Third Amended and Restated Ross Stores 1988 Restricted Stock Plan,  
        incorporated by reference to Exhibit 19.3 to the Form  10-Q  filed
        by Ross Stores for its quarter ended August 1, 1992.
                                                                            
  10.8  1991   Outside  Directors  Stock  Option  Plan,  incorporated   by  
        reference  to  Exhibit 10.13 to the 1991 Form 10-K filed  by  Ross
        Stores for its year ended February 1, 1992.
                                                                            
  10.9  Ross  Stores Executive Medical Plan, incorporated by reference  to  
        Exhibit  10.13 to the 1993 Form 10-K filed by Ross Stores for  its
        year ended January 29, 1994 ("1993 Form 10-K").
                                                                            
 10.10  Third  Amended  and  Restated Ross Stores  Executive  Supplemental  
        Retirement Plan, incorporated by reference to Exhibit 10.14 to the
        1993 Form 10-K.

 
<PAGE> 32
 Exhibit
 Number                                Exhibit

 10.11  Ross Stores Non-Qualified Deferred Compensation Plan, incorporated  
        by reference to Exhibit 10.15 to the 1993 Form 10-K.
                                                                            
 10.12  Ross Stores Incentive Compensation Plan, incorporated by reference  
        to Exhibit 10.16 to the 1993 Form 10-K.
                                                                            
 10.13  Employment  Agreement between Ross Stores and  Norman  A.  Ferber,  
        effective as of June 8, 1994, incorporated by reference to Exhibit
        10.15  to the Form 10-Q filed by Ross Stores for its quarter ended
        July 30, 1994.
                                                                            
 10.14  Employment  Agreement between Ross Stores and Melvin  A.  Wilmore,  
        effective  as  of  March  15, 1994 incorporated  by  reference  to
        Exhibit  10.20  to  the Form 10-Q filed by  Ross  Stores  for  its
        quarter ended April 30, 1994.
                                                                            
 10.15  Consulting  Agreement between Ross Stores and  Stuart  G.  Moldaw,  
        effective  as  of  March 12, 1993, incorporated  by  reference  to
        Exhibit  10.16  to  the Form 10-Q filed by  Ross  Stores  for  its
        quarter ended July 31, 1993.
                                                                            
  11    Statement re:  Computation of Per Share Earnings.                   
                                                                            
  23    Independent Auditors' Consent.                                      
                                                                            
  27    Financial Data Schedule (submitted for SEC use only).               
 









                                      EXHIBIT 11
                               
                              
                              
                   STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS
                              

                                                           
                                                      Year Ended
                                   ___________________________________________
                                   January 28,      January 29,    January 30,
                                          1995             1994           1993
                                     (In thousands, except per share amounts)
                                       
Primary                                                                       

Net Earnings                           $36,821          $29,324        $34,024
                                       =======          =======         =======
Weighted average shares  
outstanding:
     Common Shares                      24,495           25,229         24,921

Common equivalent shares:
    Stock Options                          212              486            762

Weighted average common and                                                   
common equivalent shares
outstanding, as adjusted                24,707           25,715         25,683
                                        ======           ======         ====== 
    Earnings per common and common
    equivalent share                     $1.49            $1.14          $1.32
                                         =====            =====          ===== 
                                                                              
Fully Diluted

Net Earnings                           $36,821          $29,324        $34,024
                                       =======          =======        ======= 
Weighted average shares                                                       
outstanding:
    Common shares                       24,495           25,287         25,346

Common equivalent shares:                                                     
    Stock Options                          228              504            903

Weighted average common and                                                   
common equivalent shares
outstanding, as adjusted                24,723           25,791         26,249
                                        ======           ======         ======
    Earnings per common and common
    equivalent share                     $1.49            $1.14          $1.30
                                         =====            =====          ===== 







EXHIBIT 23



INDEPENDENT AUDITORS' CONSENT



We  consent  to  the  incorporation by  reference  in  Registration
Statement Nos. 33-51916, 33-51896, 33-51898, 33-41415, 33-41413 and
33-29600 of Ross Stores, Inc. on Form S-8 of our report dated March
13,  1995,  appearing in this Annual Report on Form  10-K  of  Ross
Stores, Inc. for the year ended January 28, 1995.




Deloitte & Touche LLP
San Francisco, California
April 18, 1995










<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF EARNINGS FOR THE TWELVE
MONTHS ENDED JANUARY 28, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS
</LEGEND>
<CIK> 0000745732
<NAME> ROSS STORES, INC.
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          JAN-28-1995
<PERIOD-START>                             JAN-30-1995
<PERIOD-END>                               JAN-28-1995
<CASH>                                          23,581
<SECURITIES>                                         0
<RECEIVABLES>                                    5,360
<ALLOWANCES>                                         0
<INVENTORY>                                    275,183
<CURRENT-ASSETS>                               316,281
<PP&E>                                         293,255
<DEPRECIATION>                                 122,004
<TOTAL-ASSETS>                                 506,241
<CURRENT-LIABILITIES>                          184,505
<BONDS>                                         46,069
<COMMON>                                           244
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<OTHER-SE>                                     254,551
<TOTAL-LIABILITY-AND-EQUITY>                   506,241
<SALES>                                      1,262,544
<TOTAL-REVENUES>                             1,262,544
<CGS>                                          920,265
<TOTAL-COSTS>                                1,201,175
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               3,528
<INCOME-PRETAX>                                 61,369
<INCOME-TAX>                                    24,548
<INCOME-CONTINUING>                             36,821
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    36,821
<EPS-PRIMARY>                                     1.49
<EPS-DILUTED>                                     1.49
        

</TABLE>