UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549
                                FORM 10-Q


               (Mark one)
      _X_  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934
           For the quarterly period ended April 29, 1995


                                   OR


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


                     Commission file number  0-14678


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


           Delaware                                    94-1390387
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
incorporation or organization)      

8333 Central Avenue, Newark,                           94560-3433
      Newark, California                               (Zip Code)
(Address of principal executive                
offices)

Registrant's telephone number,                                
including area code                                    (510) 505-4400
                      
Former name, former address and former                      N/A
fiscal year, if changed since last report.

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.   
Yes  X   No__

The number of shares of Common Stock, with $.01 par value, outstanding
on May 26, 1995 was 24,559,354.

<PAGE> 2

                     PART I.  FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS.

ROSS STORES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

($000)                                     April 29, January 28,    April 30,
ASSETS                                          1995        1995         1994
                                                                             
                                         (Unaudited)    (Note A)  (Unaudited)
CURRENT ASSETS                                                               
  Cash                                      $ 25,093    $ 23,581     $ 15,838
  Accounts receivable                          8,058       5,360       12,366
  Merchandise inventory                      320,831     275,183      292,309
  Prepaid expenses and other                  12,357      12,157       11,850
                                             _______     _______      _______
     Total Current Assets                    366,339     316,281      332,363
                                                                             
PROPERTY AND EQUIPMENT                                                       
  Land and buildings                          23,932      23,723       22,534
  Fixtures and equipment                     145,099     145,427      124,654
  Leasehold improvements                     113,928     111,615       93,909
  Construction-in-progress                     6,472      12,490        4,196
                                             _______     _______      _______
                                             289,431     293,255      245,293
  Less accumulated depreciation              
   and amortization                          122,285     122,004      104,260
                                             _______     _______      _______
                                             167,146     171,251      141,033
Lease rights and other assets                 18,407      18,709       16,582
                                            ________    ________     ________
                                            $551,892    $506,241     $489,978
                                                                             
LIABILITIES AND STOCKHOLDERS' EQUITY                                         
                                                                             
CURRENT LIABILITIES                                                          
  Accounts payable                          $145,563    $109,589     $129,099
  Accrued expenses and other                  41,868      48,472       36,432
  Accrued payroll and benefits                17,959      21,705       15,903
  Income taxes payable                         4,612       4,739        5,679
                                             _______     _______      _______
     Total Current Liabilities               210,002     184,505      187,113
Long-term debt                                61,004      46,069       54,450
Deferred income taxes and other               21,323      21,116       20,325
liabilities
                                                                             
STOCKHOLDERS' EQUITY                                                         
  Capital stock                                  246         244          247
  Additional paid-in capital                 126,590     125,451      122,021
  Retained earnings                          132,727     128,856      105,822
                                             _______     _______      _______
                                             259,563     254,551      228,090
                                            ________    ________     ________
                                            $551,892    $506,241     $489,978
See notes to condensed consolidated financial statements.



<PAGE> 3
ROSS STORES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

                                          Three Months Ended
                                                   
                                          April 29,     April 30,
($000 except per share data, unaudited)        1995          1994
                                                                 
SALES                                      $297,435      $264,207
                                                                 
COSTS AND EXPENSES                                               
                                                                 
  Cost of goods sold and occupancy          218,618       191,586
  General, selling and administrative        64,659        59,179
  Depreciation and amortization               6,685         5,554
  Interest                                    1,029           541
                                           ________      ________
                                           $290,991      $256,860
                                                                 
Earnings before taxes                         6,444         7,347
Provision for taxes on earnings               2,578         2,939
                                          _________     _________
Net earnings                              $   3,866     $   4,408
                                                                 
Net earnings per share:                                          
                                                                 
  Primary                                      $.16          $.18
                                                                 
  Fully diluted                                $.16          $.18
                                                                 
Weighted average shares outstanding:                             
                                                                 
  Primary                                    24,653        24,996
                                                                 
  Fully diluted                              24,653        25,050
                                                                 
Stores open at end of period                    278           251

See notes to condensed consolidated financial statements.




<PAGE> 4

ROSS STORES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                         Three Months Ended
                                                         April 29, April 30,
($000, unaudited)                                             1995      1994
                                                                   
CASH FLOWS FROM OPERATING ACTIVITIES                               
  Net earnings                                             $ 3,866   $ 4,408
  Adjustments to reconcile net earnings to net cash                         
      used in operating activities:
  Depreciation and amortization of property and              6,685     5,554
      equipment
  Other amortization                                         1,258     1,178
  Change in current assets and current liabilities:                         
     (Increase) in merchandise inventory                  (45,648)  (63,380)
     (Increase) in other current assets - net              (2,899)   (4,996)
     Increase in accounts payable                           37,445    40,773
     (Decrease) in other current liabilities - net         (3,173)   (1,015)
                                                           _______   _______ 
  Other                                                      1,320   (3,654)
     Net cash used in operating activities                 (1,146)  (21,132)
                                                                            
CASH FLOWS FROM INVESTING ACTIVITIES                                        
  Additions to property and equipment                     (10,929)   (9,633)
                                                          ________   _______
     Net cash used in investing activities                (10,929)   (9,633)
                                                                            
CASH FLOWS FROM FINANCING ACTIVITIES                                        
  Borrowing under line of credit agreement                  15,000    21,200
  (Repayment) of long-term debt                               (63)     (102)
  Issuance of common stock related to stock plan               116       972
  Repurchase of common stock                                     0   (6,539)
  Dividends paid                                           (1,466)   (1,235)
                                                           _______   _______
     Net cash provided by financing activities              13,587    14,296
                                                           _______  ________
NET INCREASE (DECREASE) IN CASH                              1,512  (16,469)
  Cash                                                                      
     Beginning of year                                      23,581    32,307
                                                           _______   _______
     End of quarter                                        $25,093   $15,838
                                                                            
See notes to condensed consolidated financial statements.

<PAGE> 5
                            ROSS STORES, INC.
                                    

          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                    
          Three Months Ended April 29, 1995 and April 30, 1994
                               (Unaudited)



NOTE A - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements
have been prepared from the records of the company without audit and, in
the opinion of management, include all adjustments (consisting of only
normal recurring accruals) necessary to present fairly the financial
position at April 29, 1995 and April 30, 1994; the interim results of
operations for the three months ended April 29, 1995 and April 30, 1994;
and changes in cash flows for the three months then ended.  The balance
sheet at January 28, 1995, presented herein, has been derived from the
audited financial statements of the company for the fiscal year then
ended.

Accounting policies followed by the company are described in Note A to
the audited consolidated financial statements for the fiscal year ended
January 28, 1995.  Certain information and footnote disclosures
normally included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted
for purposes of the condensed consolidated interim financial statements.
The condensed consolidated financial statements should be read in
conjunction with the audited consolidated financial statements,
including notes thereto, for the year ended January 28, 1995.

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

The condensed consolidated financial statements at April 29, 1995 and
April 30, 1994, and for the three months then ended have been reviewed,
prior to filing, by the registrant's independent accountants whose
report covering their review of the financial statements is included in
this report on page 6.


NOTE B - STATEMENTS OF CASH FLOWS SUPPLEMENTAL DISCLOSURES

Total cash paid for interest and income taxes is as follows:


                                       Three Months Ended
($000, unaudited)              April 29, 1995      April 30, 1994
                                          
Interest                             $1,103               $578
Income Taxes                         $2,704             $3,663









<PAGE> 6

INDEPENDENT AUDITORS' REVIEW REPORT


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

We have made a review of the condensed consolidated balance sheets of
Ross Stores, Inc. (the "company") as of April 29, 1995 and April 30,
1994 and the related condensed consolidated statements of earnings and
cash flows for the three month periods then ended.  These condensed
consolidated financial statements are the responsibility of the
company's management.

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

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

We have previously audited, in accordance with generally accepted
auditing standards, the consolidated balance sheet of Ross Stores, Inc.
as of January 28, 1995, and the related consolidated statements of
earnings, stockholders' equity, and cash flows for the year then ended
(not presented herein); and in our report dated March 13, 1995, we
expressed an unqualified opinion on those consolidated financial
statements.  In our opinion, the information set forth in the
accompanying condensed consolidated balance sheet as of January 28, 1995
is fairly stated, in all material respects, in relation to the
consolidated balance sheet from which it has been derived.


Deloitte & Touche LLP
San Francisco, CA


May 19, 1995




<PAGE>  7


I
TEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.



STORES AND GENERAL

As of April 29, 1995 and April 30, 1994, the company operated a total of
278 stores and 251 stores respectively.  Accordingly, the results of
operations for the three months ended April 29, 1995, over the same
quarter last year, reflect an increase in the level of operations which
was due to the greater number of open stores during the current period.


RESULTS OF OPERATIONS

Sales

During the quarter ended April 29, 1995, sales were $297 million, an
increase of approximately $33 million over the corresponding period last
year.  This increase resulted from having a greater number of stores in
operation.  For the quarter ended April 29, 1995, comparable store sales
were even with the prior year, due mainly to unseasonably cool and wet
weather, particularly in California, combined with ongoing sluggishness
in apparel sales.

Costs and Expenses

Cost of goods sold and occupancy as a percentage of sales increased to
74% for the first quarter of 1995 compared to 73% for the same period of
1994.  This increase resulted mainly from the combination of lower
initial pricing in 1995 and higher markdowns due to lower than planned
sales.

General selling and administrative expenses as a percentage of sales was
22% which is the same for the comparable quarter the prior year.

Taxes on Earnings

The company's effective tax rate for the first quarter of 1995 and 1994
was 40%.  The rate for both periods reflect the applicable statutory tax
rates.


LIQUIDITY AND CAPITAL RESOURCES

The primary uses of cash during the first quarter of 1995 were for an
increase in merchandise inventory due in part to new stores, capital
expenditures for new stores and capital improvements to existing
locations.  Partially offsetting this is an increase in accounts payable
resulting from receipt of merchandise purchased late in the first
quarter with payment terms extending into the second quarter.  The
company announced on May 8, 1995, that the Board of Directors authorized
a continuation of the company's stock repurchase program by authorizing
the buyback of an additional one million shares of its common stock, or
approximately 4% of the company's outstanding common stock.  The company
believes it can fund its capital needs for the remainder of the fiscal
year and the one million share stock repurchase program through
internally generated cash, trade credit, established bank lines and
lease financing.



<PAGE>  8

 
                      PART II.  OTHER INFORMATION


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits
          
  3.1     Certificate of Incorporation, as amended, incorporated by
          reference to Exhibit 3.1 to the Registration Statement on Form
          8-B (the "Form 8-B") filed September 1, 1989 by Ross Stores,
          Inc., a Delaware corporation ("Ross Stores").
          
  3.2     Amended By-laws, dated August 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 on Form 8-B.
          
  10.2    Revolving Credit Agreement, dated July 31, 1993, among Ross
          Stores; Wells Fargo Bank, National Association, Bank of
          America, N.T. & S.A., Nationsbank of Texas, N.A., and Banque
          Nationale de Paris ("Banks"); and Wells Fargo Bank, National
          Association, as agent for Banks, incorporated by reference to
          Exhibit 10.17 on the Form 10-Q filed by Ross Stores for its
          quarter ended July 31, 1993.
          
  10.3    First Amendment to Revolving Credit Agreement, effective on
          July 31, 1994 by and among Ross Stores, Banks and Wells Fargo,
          National Association, 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 - 10.16)
  
          
  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.


<PAGE> 9
  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, Inc. 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   Employment Agreement between Ross Stores and Michael Balmuth,
          effective as of February 1, 1995.
          
  10.16   Consulting Agreement between Ross Stores and Stuart G. Moldaw,
          effective as of March 16, 1995.
          
  11      Statement re: Computation of Per Share Earnings.
          
  15      Letter re: Unaudited Interim Financial Information.
          
  27      Financial Data Schedule (submitted for SEC use only).


(b)  Reports on Form 8-K

          None.




<PAGE> 10

                               SIGNATURES




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




                           ROSS STORES, INC.
                           Registrant




Date:    June 9, 1995      /s/John M. Vuko
                           John M. Vuko, Senior Vice President,
                           Controller and Principal Accounting Officer












<PAGE> 11

                            INDEX TO EXHIBITS

     Exhibit
     Number                   Exhibit

  3.1    Certificate of Incorporation, as amended, incorporated by
         reference to Exhibit 3.1 to the Registration Statement on Form
         8-B (the "Form 8-B") filed September 1, 1989 by Ross Stores,
         Inc., a Delaware corporation ("Ross Stores").
         
  3.2    Amended By-laws, dated August 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 on Form 8-B.
         
  10.2   Revolving Credit Agreement, dated July 31, 1993, among Ross
         Stores, Wells Fargo Bank, National Association, Bank of
         America, National Trust and Savings Association, and Security
         Pacific National Bank ("Banks"); and Wells Fargo Bank, National
         Association, as agent for Banks, incorporated by reference to
         Exhibit 10.17 on the Form 10-Q filed by Ross Stores for its
         quarter ended July 31, 1993.
         
  10.3   First Amendment to Revolving Credit Agreement, effective on
         July 31, 1994, by and among Ross Stores, Banks and Wells Fargo
         Bank, National Association, 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 - 10.16)
         
  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").

<PAGE> 12
Exhibit
Number                      Exhibit
          
   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, Inc. 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  Employment Agreement between Ross Stores and Michael Balmuth,
          effective as of February 1, 1995.
          
   10.16  Consulting Agreement between Ross Stores and Stuart G. Moldaw,
          effective as of March 16, 1995.
          
   11     Statement re:  Computation of Per Share Earnings.
          
   15     Letter re: Unaudited Interim Financial Information.
          
   27     Financial Data Schedules (submitted for SEC use only).









                      EMPLOYMENT AGREEMENT



      THIS  EMPLOYMENT AGREEMENT is made effective as of February
1,  1995,  by  and between Ross Stores, Inc. (the "Company")  and
Michael  Balmuth (the "Executive").  The Executive  is  presently
employed   by  the  Company  as  its  Executive  Vice  President,
Merchandising, and it is now the intention of the Company and the
Executive   to   enter  into  a  written  employment   agreement.
Accordingly,  the  Company  and the  Executive  enter  into  this
Agreement.

     1.    Term.  The employment of the Executive by the Company
will  continue as of the date hereof and end on February 3, 1997,
unless  extended or terminated in accordance with this Agreement.
During August 1996, and during August every other year thereafter
(every two years) for so long as the Executive is employed by the
Company,  upon the written request of the Executive the Board  of
Directors  of the Company (the "Board") shall consider  extending
the  Executive's employment with the Company.  Such request  must
be  delivered  to the Chairman of the Compensation  Committee  no
later  than the July 31st which precedes the August in which  the
requested  extension will be considered.  The Board shall  advise
the  Executive,  in  writing,  on or  before  the  September  1st
following  its consideration
 of the Executive's written  request,
whether it approves of such extension.  The failure of the  Board
to  provide such written advice shall constitute approval of  the
Executive's  request  for extension.  If the Executive's  request
for  an  extension is approved, this Agreement shall be  extended
two additional years.

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

     3.    Place of Performance.  The Executive shall be employed
at  the  Company's  New York buying office, except  for  required
travel  on  the  Company's  business to an  extent  substantially
consistent with present business travel obligations.


<PAGE> 2
     4.    Compensation and Related Matters.

          a.    Salary.  During his employment the Company shall pay
the Executive a salary of not less than $384,000 per annum.  This
salary shall be payable in equal installments in accordance  with
the  Company's  normal  payroll practices  applicable  to  senior
officers.   Subject to the first sentence of this paragraph,  the
Executive's salary may be adjusted from time to time by the Board
in accordance with normal business practices of the Company.

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

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

          d.    Other Benefits.  The Executive shall be entitled to
continue to participate in all of the Company's employee  benefit
plans and arrangements in effect on the date hereof in which  the
Executive  now  participates (including without  limitation  each
pension and retirement plan and arrangement, supplemental pension
and  retirement plan, deferred compensation plan, short-term  and
long-term  incentive plan, stock option plan, life insurance  and
health-and-accident plan and arrangement, medical insurance plan,
physical examination program, dental care plan, accidental  death
and  disability  plan,  survivor income  plan,  relocation  plan,
financial, tax and legal counseling programs, and vacation plan).
The  Company  shall  not  make  any  changes  in  such  plans  or
arrangements which would adversely affect the Executive's  rights
or  benefits thereunder, unless such change occurs pursuant to  a
program  applicable to all senior executives of the  Company  and
does  not  result in a proportionately greater reduction  in  the
rights  of,  or benefits to, the Executive as compared  with  any
other  senior executive of the Company.  The Executive  shall  be
entitled to participate in or receive benefits under any employee
benefit plan or arrangement made available by the Company in  the
future  to  its executives and key management employees,  subject
to,  and  on  a basis consistent with, the terms, conditions  and
overall administration of such plans and arrangements.  Except as
otherwise  specifically  provided herein,  nothing  paid  to  the
Executive  under any plan or arrangement presently in  effect  or
made  available in the future shall be in lieu of the  salary  or
bonus payable under subsections (a) and (b).
     
<PAGE> 3
          e.    Vacations.  The Executive shall be entitled to the
number   of  vacation  days  in  each  calendar  year,   and   to
compensation  in  respect  of earned but  unused  vacation  days,
determined in accordance with the Company's vacation  plan.   The
Executive  shall also be entitled to all paid holidays  given  by
the Company to its executives.  Unused vacation days shall not be
forfeited once they have been earned and, if still unused at  the
time  of  the  Executive's termination  of  employment  with  the
Company,  shall be promptly paid to the Executive at their  then-
current  value, based on the Executive's rate of pay at the  time
of his termination of employment.

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

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

     6.    Confidential Information.

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

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

     7.     Termination.  The Executive's employment  may  be
terminated during the term of this Agreement only as follows:
     
<PAGE> 4
          a.    Death.  The Executive's employment shall terminate upon
his death.

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

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

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

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

          f.    Termination  Following Change of  Control.   The
Executive  may  terminate his employment with the Company  within
six  months after a Change of Control, which shall be  deemed  to
have  occurred in the event of:  (i)  the direct or indirect sale
or  exchange  by  the  stockholders of  the  Company  of  all  or
substantially  all of the stock of the Company, in  a  single  or
series of related transactions, after which sale or exchange  the
stockholders of the Company immediately prior to such

<PAGE> 5
transactions do not retain, directly or indirectly,  at  least  a
majority  of the beneficial interest in the voting stock  of  the
Company;   (ii)  a merger in which the Company is a  party  after
which  merger  the  stockholders of the Company  do  not  retain,
directly  or  indirectly, at least a majority of  the  beneficial
interest  in the voting stock of the surviving company; or  (iii)
the  sale, exchange, or transfer of all or substantially  all  of
the Company's assets (other than a sale, exchange, or transfer to
one  or  more corporations where the stockholders of the  Company
before  such  sale,  exchange, or transfer  retain,  directly  or
indirectly, at least a majority of the beneficial interest in the
voting  stock  of  the corporation(s) to which  the  assets  were
transferred).  Provided, however, that the Executive shall not be
entitled to terminate his employment under this subsection in the
event  that  the  purchaser of the Company, or any  successor  by
merger, consolidation or otherwise, or the entity to which all or
a   significant  portion  of  the  Company's  assets  have   been
transferred, shall have expressly assumed in writing  all  duties
and obligations of the Company under this Agreement.

          g.    Voluntary  Termination.   The  Executive   may
voluntarily  terminate his employment with  the  Company  at  any
time.   A termination of employment by the Executive pursuant  to
paragraph  7(e)[For Good Reason] or (f)[Change of Control]  shall
not  be  deemed  a  voluntary termination by  the  Executive  for
purposes of this Agreement or any plan or practice of the Company
but shall be deemed an involuntary termination.

          h.    Non-Renewal.   If the Executive fails to request
an extension of this Agreement in accordance with paragraph 1, or
if  the  Board shall fail to approve such request, this Agreement
shall  automatically  expire  at  the  end  of  its  term.   Such
expiration shall not entitle the Executive to any compensation or
benefits  except as earned by the Executive through the  date  of
expiration  of  this Agreement and set forth in  paragraph  9(e).
The  parties  shall  have no further obligations  to  each  other
thereafter except as set forth in paragraphs 6 and 12.

     8.    Notice and Effective Date of Termination.

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

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

                (i)   if the Executive's employment is terminated
by his death, the date of his death;

<PAGE> 6
                (ii)  if the Executive's employment is terminated
pursuant  to  paragraph 7(b)[Disability], the date of termination
shall  be  the  31st  day following delivery  of  the  notice  of
termination;

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

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

<PAGE> 7
     9.    Compensation and Benefits Upon Termination.

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

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

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

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

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

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

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

          c.    Change  of Control.   Upon a Change  of  Control
(whether  or  not  the  Executive's employment  terminates),  the
Executive  shall  immediately become  vested  in  any  shares  of
restricted stock granted to the Executive by the Company

<PAGE> 8
which had not vested prior to the Change of Control in accordance
with  the  terms  of the applicable stock grant  agreements.   In
addition,  if the Executive's employment terminates  pursuant  to
paragraph 7(f)[Change of Control], the Company shall:

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

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

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

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

          d.    Death  or  Voluntary  Termination.    If   the
Executive's   employment   terminates   pursuant   to   paragraph
7(a)[Death]  or 7(g)[Voluntary Termination], he (or his  designee
or  his  estate) shall be paid his salary through his termination
date  and  not  thereafter.  He (or his designee or  his  estate)
shall  not be entitled to any bonus payments which were not fully
earned prior to his termination date, and he (or his designee  or
his  estate) shall not be entitled to any pro-rated bonus payment
for  the  year  in  which his employment terminates.   Any  stock
options granted to the Executive by the Company will continue  to
vest  only  through  the date on which his employment  terminates
(provided, however, that if the Executive's employment terminates
as  a result of his voluntary termination (but not as a result of
his  death)  within  six months after a Change  of  Control,  the
Executive  shall immediately become fully-vested in any  unvested
stock  options previously granted to him by the Company) and  any
restricted stock that was granted to the Executive by the Company
that  is  unvested  as  of  the  date  on  which  his  employment
terminates will

<PAGE> 9

automatically be reacquired by the Company and the Executive  (or
his  designee  or his estate) shall have no further  rights  with
respect  to  such restricted stock.  The Company  shall  have  no
further  obligations  to  the  Executive  as  a  result  of   the
termination  of his employment pursuant to paragraph  7(a)[Death]
or 7(g)[Voluntary Termination].

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

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

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

     12.   Insurance and Indemnity.  The Company shall,  to  the
extent permitted by law, include the Executive during the term of
this   Agreement  under  any  directors  and  officers  liability
insurance policy maintained for its directors and officers,  with
coverage  at  least as favorable to the Executive in  amount  and
each  other  material respect as the coverage of other  directors
and   officers  covered  thereby.   This  obligation  to  provide
insurance and indemnify the Executive shall survive expiration or
termination  of  this Agreement with respect  to  proceedings  or
threatened  proceedings  based  on  acts  or  omissions  of   the
Executive  occurring during the Executive's employment  with  the
Company  or with any affiliated company.  Such obligations  shall
be  binding upon the Company's successors and assigns  and  shall
inure  to  the  benefit  of the Executive's  heirs  and  personal
representatives.

<PAGE> 10

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

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

     If to the Company:       Ross Stores, Inc.
                              8333 Central Avenue
                              Newark, CA 94560-3433
                              Attention:  Corporate Secretary
 
or  to such other address as any party may have furnished to  the
other  in writing in accordance herewith, except that notices  of
change of address shall be effective only upon receipt.

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

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

     16.   Mitigation.   In the event the Executive's employment  with
the  Company  terminates for any reason  other  than  death,  the
Executive  shall be obligated to seek other employment  following
such  termination in order to mitigate payments that the  Company
may  be  required  to  make to him or for his benefit  hereunder.
Such  obligation shall not apply during any period in  which  the
Executive   is   disabled.   If  the  Executive   obtains   other
employment  during any period in which he is entitled to  receive
continued salary or bonus payments under paragraph 9, any  salary
or

<PAGE> 11
bonus  payments earned by the Executive during such period  shall
reduce  the  Company's obligation to pay continued salary  and/or
bonus  payments  under paragraph 9 by the amount  of  the  salary
and/or bonus payments so earned by the Executive.

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

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

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

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

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

       ROSS STORES, INC.


     By:  /s/Norman A. Ferber           /s/Michael Balmuth
     Title:    Chairman & CEO           EXECUTIVE



                    CONSULTING AGREEMENT
                           BETWEEN
                      ROSS STORES, INC.
                    AND STUART G. MOLDAW


This  Agreement  is  made as of March 16, 1995 (the "Effective  Date")
through  March  31, 1997 (the Completion Date"), by and  between  Ross
Stores,  Inc.,  a Delaware corporation ("Ross") and Stuart  G.  Moldaw
("Consultant").   This  Agreement  amends  and  restates   the   prior
agreement,   dated   March   12,  1993,  and   any   subsequent   oral
modifications.

RECITAL

Consultant  desires  to perform, and Ross desires to  have  Consultant
perform, consulting services as an independent contractor to Ross.

NOW, THEREFORE, the parties agree as follows:

1. SERVICES

1.1   Performance.   Consultant agrees to perform consulting  services
for Ross as deemed necessary.

1.2   Payment.

      (a)  Ross agrees to pay Consultant $20,000 per calendar quarter,
payable on the first day of each calendar quarter.

      (b)   Ross agrees to pay the salary and benefits for a Financial
Administrator  for  the  period  in  which  consulting  services   are
rendered.

      (c)   Ross  agrees to pay the premiums of the Split-Dollar  Life
Insurance  Policy No. L86920003 with AIG Life Insurance  Company  (the
"Policy") through the Completion Date of this Agreement.

     (d)  Consultant and his spouse will be eligible to participate in
Ross' medical plan and supplemental medical
 plan.  Ross agrees to  pay
the  annual  premiums  of  the medical plans for  consultant  and  his
spouse.

2. RELATIONSHIP OF PARTIES

2.1   Independent  Contractor.   Consultant  is  an  independent
contractor  and  not  an agent or employee of Ross.   Consultant  will
perform  consulting  services specified by Ross, but  Consultant  will
determine,  in Consultant's sole discretion, the manner and  means  by
which

<PAGE> 2
the  services  are  accomplished,  subject  to  the  requirement  that
Consultant shall at all times comply with applicable law.  Ross has no
right  or  authority  to  control the manner or  means  by  which  the
services are accomplished.  Consultant may represent, perform services
for,  or  be employed by such additional clients, persons or companies
as Consultant sees fit.

2.2   Employment Taxes and Benefits.  Consultant will  report  as
self-employment  income  all  compensation  received   by   Consultant
pursuant  to this Agreement.  Consultant will indemnify Ross and  hold
it harmless from and against all claims, damages, losses and expenses,
including  reasonable  fees  and  expenses  of  attorneys  and   other
professionals, relating to any obligation imposed by law  on  Ross  to
pay any withholding taxes, social security, unemployment or disability
insurance,  or similar items in connection with compensation  received
by  Consultant  pursuant to this Agreement.  Consultant  will  not  be
entitled  to  receive  any  vacation  or  illness  payments,   or   to
participate  in any plans, arrangements, or distributions  by  Company
pertaining  to any bonus, stock option, profit sharing,  insurance  or
similar  benefits for Company's employees except as expressly provided
in this Agreement.

3. TERMINATION

3.1   Termination.  Either Ross or Consultant may terminate  this
Agreement at any time, for any reason or no reason, by giving 30 days'
prior written notice to the other party.

3.2   Confidential Information.  Consultant agrees during the term
of  his consultancy and thereafter to take all steps necessary to hold
Ross'  confidential  information  in  strict  confidence  and  not  to
disclose such confidential information.  Upon the termination of  this
Agreement for any reason, Consultant will promptly notify Ross of  all
confidential information in Consultant's possession and, in accordance
with  Ross'  instructions,  will promptly deliver  to  Ross  all  such
confidential information.

4. GENERAL

4.1   Governing  Law:   Severability.   This  Agreement  will  be
governed  by  and construed in accordance with laws of  the  State  of
California excluding that body of law pertaining to conflict of  laws.
If  any  provision  of this Agreement is for any reason  found  to  be
unenforceable, the remainder of this Agreement will continue  in  full
force and effect.

4.2   Successors and Assigns.  Neither this Agreement nor any  of
the  rights or obligations of Consultant arising under this  Agreement
may  be  assigned or transferred without Ross' prior written  consent.
This  Agreement  will  be  for the benefit  of  Ross'  successors  and
assigns,  and  will  be  binding  on  Consultant's  heirs  and   legal
representatives.

4.3   Notices.  Any notices under this Agreement will be sent  by
certified or registered mail, return receipt requested, to the address
specified  below  or  such other address as  the  party  specifies  in
writing.  Such notice will be effective upon its mailing as specified.


<PAGE> 3
4.4   Complete  Understanding:   Modification.   This  Agreement,
together  with  the  Policy, constitutes the  complete  and  exclusive
understanding  and agreement of the parties and supersedes  all  prior
understandings and agreement, whether written or oral, with respect to
the  subject matter hereof.  Any waiver, modification or amendment  of
any  provision of this Agreement will be effective only if in  writing
and signed by the parties hereto.

IN  WITNESS WHEREOF, the parties have signed this Agreement as of  the
Effective Date.


ROSS STORES, INC.                  CONSULTANT




By: /s/Norman A.Ferber            /s/Stuart G.Moldaw
   Norman A. Ferber                Stuart G. Moldaw
   Chairman of the Board and
   Chief Executive Officer

Address:                           Address:
8333 Central Avenue                c/o Gymboree Corporation
Newark, CA  94560-3433             700 Airport Blvd., Suite 200
                                   Burlingame, CA  94010





                                                        EXHIBIT 11






                      ROSS STORES, INC.
          ________________________________________
                              
      STATEMENT RE:  COMPUTATION OF EARNINGS PER SHARE
      (Amounts in thousands, except per share amounts)



                                                 Three Months Ended
                                           April 29, 1995   April 30, 1994
                                                 
                                                   Fully             Fully
                                          Primary  Diluted  Primary  Diluted
                                                                
Net earnings                               $3,866   $3,866   $4,408   $4,408
                                           ======   ======   ======   ======
Weighted average shares outstanding                                         
Common shares                              24,532   24,532   24,739   24,739
                                                                
Common equivalent shares:                                       
Stock options                                 121      121      257      311
                                           ______  _______   ______   ______ 
Weighted average common and common
equivalent shares outstanding              24,653   24,653   24,996   25,050
                                           ======   ======   ======   ======  
Earnings per common and common                                  
equivalent share                             $.16     $.16     $.18     $.18










                                                  EXHIBIT 15





June 2, 1995


Ross Stores, Inc.
Newark, California

We have made a review, in accordance with standards
established by the American Institute of Certified Public
Accountants, of the unaudited condensed consolidated interim
financial statements of Ross Stores, Inc. for the three-
month periods ended April 29, 1995 and April 30, 1994, as
indicated in our independent accountants' review report
dated May 19, 1995; because we did not perform an audit, we
expressed no opinion on that information.

We are aware that our report referred to above, which were
included in your Quarterly Report on Form 10-Q for the
quarter ended April 29, 1995, is incorporated by reference
in Registration Statements Nos. 33-51916, 33-51896, 33-
51898, 33-41415, 33-41413 and 33-29600 of Ross Stores, Inc.
on Form S-8.

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


Deloitte & Touche LLP
San Francisco, CA









<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 three
months ended April 29, 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>                   3-MOS
<FISCAL-YEAR-END>                          FEB-03-1996
<PERIOD-START>                             JAN-29-1995
<PERIOD-END>                               APR-29-1995
<CASH>                                          25,093
<SECURITIES>                                         0
<RECEIVABLES>                                    8,058
<ALLOWANCES>                                         0
<INVENTORY>                                    320,831
<CURRENT-ASSETS>                               366,339
<PP&E>                                         289,431
<DEPRECIATION>                                 122,285
<TOTAL-ASSETS>                                 551,892
<CURRENT-LIABILITIES>                          210,002
<BONDS>                                         61,004
<COMMON>                                           246
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<OTHER-SE>                                     259,317
<TOTAL-LIABILITY-AND-EQUITY>                   551,892
<SALES>                                        297,435
<TOTAL-REVENUES>                               297,435
<CGS>                                          218,618
<TOTAL-COSTS>                                  290,991
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               1,029
<INCOME-PRETAX>                                  6,444
<INCOME-TAX>                                     2,578
<INCOME-CONTINUING>                              3,866
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     3,866
<EPS-PRIMARY>                                     $.16
<EPS-DILUTED>                                     $.16
        

</TABLE>