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

        (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 February 3, 1996
                                     
                                    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
     incorporation or organization)        Identification No.)
                                                    
          8333 Central Avenue,                      
           Newark, California                  94560-3433
    (Address of principal executive            (Zip Code)
                offices)
                                                    
     Registrant's telephone number,          (510) 505-4400
           including area code
                                                    
     Securities registered pursuant               None
      to Section 12(b) of the Act:
                                                    
     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.    ______
                 
The aggregate market value of the voting stock held by non-
affiliates of the Registrant as of April 4, 1996 was
$639,990,963.  Shares of voting stock held by each director and
executive officer and each person who on that date owned 10% or
more of the outstanding voting stock have been excluded in that
such persons may be deemed to be affiliates.  This determination
of affiliate status is not necessarily a conclusive determination
for other purposes.

The  number  of  shares  of Common Stock, with  $.01  par  value,
outstanding on April 4, 1996 was 25,069,878.

Documents incorporated by reference:
     Portions of the Proxy Statement for Registrant's Annual
     Meeting of Stockholders, to be held Thursday, May 30, 1996,
     are incorporated herein by reference into Part III.
  
=============================================================================

<PAGE> 2

PART I



ITEM 1.  BUSINESS

     Ross Stores, Inc. ("Ross" or "company") 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 this
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 1995 Ross continued its introduction of the Bed
and Bath Department -- featuring tabletop, bed and bath linens
and bath accessories.  This department is now in 186 stores.  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 every day 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
compelling 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 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 February 3, 1996, the overall merchandise
sales mix was approximately 95% first quality merchandise and 5%
irregulars.  During the past year, the respective departments
accounted for total sales approximately as follows:  Ladies 40%,


<PAGE> 3

Men's 23%, Accessories, Hosiery and Lingerie 10%, Shoes 10%,
Children's 8%, and Fragrances, Home Accents and Bed and Bath 9%.

     Purchasing.  During the past three years, no single vendor
has accounted for more than 2.5% 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).  Closeouts allow the company to get in season goods in
its stores at lower prices.  Packaway purchases are an effective
method of increasing the percentage of prestige and national
brands at competitive savings within the merchandise assortments.
Packaway merchandise are goods that are not usually affected by
seasonal shifts in fashion trends and allow the company to
maintain a comfortable per store stock level.

     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, 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' 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, TJ Maxx and Value City.  In keeping
with its strategy, over the past four years, the company
increased the size of its merchandising staff, which is comprised
of general and divisional merchandise managers, counselors,
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 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 and the
end of fashion seasons to promote faster turnover of inventory
and accelerate the flow of fresh merchandise.

The Ross Store

     As of February 3, 1996, the company operated 292 stores.
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 1995, the
average Ross store employed approximately 36 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.  At most stores, 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.  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
36% of payments are made with credit cards.  Ross provides cash
or credit card refunds on all merchandise returned with a receipt
within 30 days.

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 (i) a store
     design that creates a self-selection retail format and (ii)
     the utilization of labor saving technologies;

- -    Economies of scale with respect to both general and
     administrative costs as a result of centralized
     merchandising, marketing and purchasing decisions and market
     dominance.

- -    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.


<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.
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 company's 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 Distribution Center Information
System is expected to be fully implemented in fiscal 1996 which
is when the company expects that it will begin to realize cost
benefits.

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.  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 Information
System, the company developed 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 conducted a
pilot test in the summer of 1995 followed by a limited store roll-
out for the remainder of 1995.  A chain-wide roll-out is planned
for 1996.  The company expects that it will begin to realize
benefits from these improvements in 1996 as the technology is
phased into more stores.

Advertising

     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 overall television is the best medium
for presenting Ross' everyday low price message.

Trademarks

     The trademark for Ross Dress For Less has been registered
with the United States Patent and Trademark Office.

Employees

     On February 3, 1996, the company had 11,935 employees which
includes an estimated 7,293 part-time employees.  Additionally,
the company hires temporary employees -- especially during the
peak seasons.  The company's employees are non-union.  Management
of the company considers the relationship between the company and
its employees to be excellent.

Competition

     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

<PAGE> 6
gross margin.  The company believes that it is well positioned to
compete on the basis of each of these factors.

     Nevertheless, 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.
In addition, during 1995, the off-price industry experienced its
first major step toward consolidation when TJX Companies, Inc.
acquired the Marshalls division of Melville Corporation in the
fourth quarter of 1995.  The company is monitoring this situation
to determine what, if any, effect this transaction may have on
Ross Stores business and operations, as it is possible that the
increased resources of this newly combined entity could pose
additional competitive challenges to the company.  However, the
company also believes that this merger could have potential
benefits by partially relieving some of the pressure caused by
promotions and over-capacity in the off-price sector.

Forward-Looking Statements and Factors Affecting Future
Performance

     This report includes a number of forward-looking statements
which reflect the company's current views with respect to future
events and financial performance, including statements in the
Business and the MD&A sections concerning the company's
operations and competitive strengths.  In this report the words,
"expect," "anticipate," "believe" and similar expressions
identify forward-looking statements.

     The company's continued success depends, in part, upon its
ability to increase sales at existing locations, to open new
stores and to operate stores on a profitable basis.  There can be
no assurance that the company's existing strategies and store
expansion program will result in a continuation of revenue and
profit growth.  Future economic and industry trends that could
potentially impact revenue and profitability remain difficult to
predict.

     As a result, the forward-looking statements that are
contained herein are subject to certain risks and uncertainties
that could cause the company's actual results or operations to
differ materially from historical results or current
expectations.  These factors include, without limitation, ongoing
competitive pressures in the apparel industry, a continuation or
exacerbation of the current over-capacity problem affecting the
industry, or changes in the level of consumer spending on or
preferences in apparel.  In addition, the company's headquarters,
one distribution center and 46% of its stores are located in
California.  Therefore, a downturn in the California economy or a
major natural disaster could significantly impact the company's
operating results and financial condition.

     In addition to the above factors, the apparel industry is
highly seasonal.  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

Stores

     From August 1982 to February 3, 1996, the company expanded
from six stores in California to 292 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.  All stores
are leased, with the exception of one.

     During fiscal 1995, the company opened 21 new Ross `Dress
For Less' stores and closed four existing locations.  The typical
new Ross store is approximately 28,160 square feet, yielding
approximately 22,600 square feet of selling space.  As of
February 3, 1996, the company's 292 stores generally ranged in

<PAGE> 7
size from about 24,000 to 30,000 gross square feet, and had an
average of 22,000 square feet of selling space.

     During the fiscal year ended February 3, 1996, no one store
accounted for more than approximately 1% of the company's sales.
The company carries earthquake insurance on its corporate
headquarters and both distribution centers but not on its stores.

     The company's real estate strategy is to open additional
stores mainly 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.  In fiscal 1996 and 1997, the company plans to
focus its new store growth primarily in existing markets.

     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.  To date, the
company has been able to secure leases in suitable locations for
its stores.  At February 3, 1996, 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
to the Consolidated Financial Statements.)  Most of the company's
store leases contain a provision for percentage rental payments
after a specified sales level has been achieved.


Distribution Centers

     The company currently leases its Newark, California
distribution center which is also the company's corporate
headquarters.  The company owns its distribution center in
Carlisle, Pennsylvania which had an outstanding mortgage value of
$9.8 million at the end of the 1995 fiscal year.

     The company's two distribution centers provide the company
with the potential distribution capacity to support its growth
through at least 1998 through ongoing efforts to streamline the
distribution processes and to potentially increase processing
capacity through expanded work shifts.  The company's warehouse
capabilities are approaching capacity.  Management currently is
studying its options on the best way to meet its future
warehousing needs.



ITEM 3. LEGAL PROCEEDINGS

     The company is a party to routine litigation incident to its
business.  Management believes that none of these legal
proceedings will have a material adverse effect on the financial
condition or results of operations of the company.  Some of the
lawsuits to which the company is a party are covered by insurance
and are being defended by the company's insurance carriers.



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

     Not applicable.


<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     47     Director, Chairman of the Board and
                              Chief Executive Officer
                              
  Melvin A. Wilmore    50     Director, President and
                              Chief Operating Officer
                              
  Michael A. Balmuth   45     Executive Vice President,
                              Merchandising
                              
                              
  James S. Fassio      41     Senior Vice President,
                              Property Development
                              
  Daniel P. Ferguson   49     Senior Vice President,
                              Distribution
                              
                              
  Barry S. Gluck       43     Senior Vice President and
                              General Merchandising Manager
                              
  Peter C.M. Hart      45     Senior Vice President,
                              Management Information Systems
                              
  James S. Jacobs      51     Senior Vice President,
                              Store Operations
                              
  Irene Jamieson       45     Senior Vice President and
                              General Merchandising Manager
                              
  Stephen F. Joyce     54     Senior Vice President,
                              Human Resources
                              
  Barbara Levy         41     Senior Vice President and
                              General Merchandising Manager
                              
  John M. Vuko         45     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.

     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.

<PAGE>  9
     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. Ferguson has served as Senior Vice President,
Distribution since July 1995 when he joined the company.  Prior
to joining Ross, Mr. Ferguson served as Vice President of
Distribution and Transportation of Marshall's from April 1994 to
July 1995 and as the Director/General Manager of Marshall's
distribution from October 1989 to March 1994.

     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 became Senior Vice President, Management
Information Systems (MIS) in July 1995 when Mr. Hart decided to
focus solely on the responsibility for the MIS department.  Prior
to that, Mr. Hart served as Senior Vice President, 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 as
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 to the 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 tier of The Nasdaq Stock Market
under the symbol ROST.  The number of stockholders of record as
of April 10, 1995 was 931.  During fiscal 1994 and 1995, the
company paid a quarterly cash dividend of $0.05 and $0.06,
respectively, per common share.  On January 25, 1996, the Board
of Directors increased the quarterly dividend to $0.07 per common
share.



ITEM 6.   SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>

                                                                                            
($000, except per share data)     1995<F1>        1994         1993        1992        1991       1990
<S>                            <C>         <C>          <C>         <C>            <C>       <C>        
                                                                                            
Operations                                                                                  
                                                                                            
Sales                           $1,426,397  $1,262,544   $1,122,033 $1,043,062    $926,377   $798,350
Cost of goods sold and                                                                                
          occupancy              1,031,455     920,265      814,745     742,749     656,504    568,896
         Percent of sales            72.3%       72.9%        72.6%       71.2%       70.9%      71.3%
General, selling and                                                                                  
         administrative            293,051     263,777      235,558     221,795     203,120    184,140
         Percent of sales            20.5%       20.9%        21.0%       21.3%       21.9%      23.1%
Depreciation and                                                                                      
         amortization               27,033      24,017       20,539      18,740      15,922     13,140
Interest                             2,737       3,528        2,318       3,071       5,395      6,955
Insurance Proceeds                            (10,412)                                                
Earnings before taxes               72,121      61,369       48,873      56,707      45,436     25,219
         Percent of sales             5.1%        4.9%         4.4%        5.4%        4.9%       3.2%
Provision for taxes                                                                                   
         on earnings                28,849      24,548       19,549      22,683      17,720      8,574
Net earnings                        43,272      36,821       29,324      34,024      27,716     16,645
         Percent of sales             3.0%        2.9%         2.6%        3.3%        3.0%       2.1%
Earnings per fully-diluted                                                                            
         common share                $1.73       $1.49        $1.14       $1.30       $1.09      $ .72
Cash dividends declared per                                                                 
         common share                 $.25        $.21         $.05                                   
                                                                                            
                                                                                            
<FN>

<F1> Fiscal 1995 is a 53-week year; all other fiscal years are 52 weeks.
</FN>
</TABLE>

          


<PAGE> 11
                                        


<TABLE>
<CAPTION>
                                                                                            
($000, except per share data)     1995<F1>         1994         1993        1992      1991       1990
                                                                                                     
Financial Position                                                                                   
<S>                               <C>          <C>          <C>         <C>       <C>        <C>
                                                                                                     
Merchandise inventory             $295,965     $275,183     $228,929    $221,048  $185,041   $157,899
Property and equipment, net        181,376      171,251      144,152     128,070   126,848    114,913
Total assets                       541,152      506,241      437,371     419,870   357,690    309,543
Working capital                    121,550      131,776      125,047     121,012    77,448     67,002
Current ratio                        1.5:1        1.7:1        1.8:1       1.8:1     1.6:1      1.6:1
Total debt                           9,806       46,069       33,308      33,525    40,723     57,600
Stockholders' equity               291,516      254,551      228,222     209,595   162,583    123,064
Book value per common share                                                                          
    outstanding at year-end         $11.85       $10.42        $9.24       $8.23     $6.64      $5.33
Total debt as a percent of                                                                           
    total capitalization                3%          15%          13%         14%       20%        32%
Return on average                                                                                    
    stockholders' equity               16%          15%          13%         18%       19%        15%
                                                                                                     
                                                                                                     
Operating Statistics                                                                                 
                                                                                                     
Number of stores opened                 21           35           22          23        20         29
Number of stores closed                  4            3            2           3         2           
Number of stores at year-end           292          275          243         223       203        185
Comparable store sales increase                                                                      
    (decline) (52-week basis)           2%           2%         (1%)          3%        2%       (3%)
Sales per square foot of selling                                                                             
    space (52-week basis)<F2>         $230         $227         $222        $222      $214       $208
Square feet of selling space                                                                         
    at year-end (000)                6,276        5,901        5,210       4,879     4,518      4,155
Number of employees at                                                                               
    year-end                        11,935       10,516        8,949       8,156     7,397      7,164
Number of fully-diluted shares                                                                       
    at year-end (000)               25,056       24,723       25,791      26,249    25,496     23,251
Number of common stockholders                                                                        
    of record at year-end            1,022        1,168        1,275       1,381     1,340      1,715
                                                                                                     

<FN>
<F1>  Fiscal 1995 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 February 3, 1996, January 28, 1995 and
January 29, 1994 (referred to as 1995, 1994 and 1993).

Results of Operations

     Stores.  Total stores open at the end of 1995, 1994 and 1993
were 292, 275 and 243.  During 1995, the company opened 21 new
stores and closed 4 stores.  During 1994, the company opened 35
new stores and closed 3 stores.  In 1993, the company opened 22
new stores and closed 2 stores.

     Sales.  Sales were $1.426 billion, $1.263 billion and $1.122
billion in 1995, 1994 and 1993, with each year consisting of 53,
52 and 52 weeks, respectively.  Comparable store sales increased
2% for 1995 on a 52 week basis, increased 2% for 1994 and
decreased 1% for 1993.  The increases in sales for 1995 and 1994
were due to a greater number of stores in operation and an
increase in comparable store sales (and the 53rd week in 1995).
The company anticipates that the competitive climate for apparel
and off-price retailers will continue in 1996.  Management
expects to address that challenge by fine-tuning its assortment
of competitive discounts on name brand merchandise in an effort
to maintain or widen the value differential the company offers
compared to department and specialty store prices.  Although the
company's existing strategies and store expansion program
contributed to sales and earnings gains in 1994 and 1995, there
can be no assurance that these strategies will result in a
continuation of revenue and profit growth.

     Cost of Goods Sold and Occupancy.  Cost of goods sold and
occupancy as a percentage of sales was 72%, 73% and 73% for 1995,
1994 and 1993.  The reduction in the cost of goods sold and
occupancy ratio in 1995 resulted primarily from increased levels
of opportunistic and in-season purchases which created better
values for our customer. There can be no assurance that this
improvement will continue in future years.

     General, Selling and Administrative Expenses.  General,
selling and administrative expenses were 21% of sales for 1995,
1994 and 1993.  During 1995, 1994 and 1993, management increased
its focus on strong expense controls that enabled the company to
make investments in an expanded merchandise organization over
this period and a new market in Houston in 1994 while maintaining
a flat expense ratio.

     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 1995, 1994 and 1993 was
approximately 11,900, 10,500 and 8,900.

     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 decrease in interest expense in 1995 from 1994
was due to lower borrowings, due in part to improved inventory
turnover and improved vendor terms which more than offset
expenditures for the repurchase of common stock. The increase in
interest expense in 1994 from 1993 resulted from higher interest
rates and higher average borrowings, due in part to the company's
stock repurchase program and the opening of more stores.

     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.  The
distribution center in Newark, California was utilized to support
the flow of goods to the stores until July 1994, when the east
coast distribution center began operating at normal capacity
again.  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 proceeds of $10.4 million for business
interruption.

     Taxes on Earnings.  The company's effective rate for 1995,
1994 and 1993 was 40%, which represents the applicable statutory
rates reduced by the federal benefit received for state taxes.



<PAGE> 13
Financial Condition

     Liquidity and Capital Resources.  During 1995, 1994 and
1993, 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 long-term capital investments.  Commitments related
to operating leases are described in Note D to the Consolidated
Financial Statements.  The company's east coast distribution
center is owned by the company and is financed by a ten-year
mortgage (see Note C to the Consolidated Financial Statements).
Short-term trade credit represents a significant source of
financing for investments in merchandise inventory.  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 1995, the primary uses of cash, other than for
operating expenditures, were for merchandise inventory and
property and equipment to open 21 new stores, the remodeling of 8
stores, repurchases in the open market of 0.8 million shares of
the company's common stock, and quarterly dividend payments.
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, repurchases in the open
market of 0.8 million shares of the company's common stock, the
acquisition of lease rights for eight new stores, and quarterly
dividend payments.  In 1993, the primary uses of cash, other than
for 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 1995, 1994 and 1993, the company spent approximately
$42 million, $52 million and $33 million for capital
expenditures, net of leased equipment, that included fixtures and
leasehold improvements to open 21, 35 and 22 stores, remodeling
costs for 8, 32 and 12 stores and modifications to our New York
buying office, purchase of previously leased equipment and
various expenditures for existing stores and the central office.

     The company currently anticipates opening 12 to 18 stores
annually through 1997.  The company anticipates that this growth
will be financed primarily from cash flows from operating
activities and available credit facilities.

     The company's Board of Directors declared quarterly
dividends of $.05 per common share in June, August and November
1994; and $.06 per common share in January, May, August and
November 1995.  In January 1996, a 17% increase in the quarterly
dividend payment to $.07 per common share was declared by the
Board of Directors, payable on or about April 1, 1996.  The
company uses cash flows from operating activities and available
cash resources to provide for dividends.

     In February 1996 the company announced that its Board of
Directors authorized a two million share expansion in the
company's stock repurchase program.  The company anticipates
funding this program through cash flows from operating activities
and available credit facilities.

     The company has available under its principal bank credit
agreement a $110 million revolving credit facility, which expires
in July 1998.  In June 1994, the company obtained an additional
short-term credit facility of $10 million adding to its existing
short-term credit facilities of $40 million.  These facilities
are available until canceled by either party.  At year-end 1995
and 1994, there were no outstanding balances under any revolving
credit facility.  In June 1994, the company signed a revolving
term loan credit agreement with a bank due June 2000 for $60
million. The company had no outstanding balance on this term loan
at year-end 1995. For additional information relating to these
obligations, refer to Note C to the Consolidated Financial
Statements.

     Working capital was $122 million at the end of 1995 compared
to $132 million at the end of 1994 and $125 million at the end of
1993.  At year-end 1995, 1994 and 1993, the company's current
ratios were 1.5:1, 1.7:1 and 1.8:1.  The percentage of long-term
debt to total capitalization at year-end 1995, 1994 and 1993 was
3%, 15% and 13%.

     The company's primary source of liquidity is the sale of its
merchandise inventory.  Management regularly reviews the age and
condition of the merchandise and is able to maintain current
inventory in its

<PAGE> 14
stores through the replenishment processes and liquidation of non-
current merchandise through markdowns and clearances.

     The company realized stronger cash flows in 1995 due to
increased earnings, tighter inventory controls with improved
inventory turnover and lower capital expenditures which enabled
the company to paydown all bank borrowings at year-end.

     The company estimates that cash flows from operations, bank
credit lines and trade credit are adequate to meet operating cash
needs as well as to provide for the two million share stock
repurchase announced in February 1996, dividend payments and
planned capital additions during the upcoming year.




<PAGE> 15

I
TEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

<TABLE>
                                        
                                   CONSOLIDATED BALANCE SHEETS

<CAPTION>
                                                 February 3,       January 28,
($000, except per share data)                           1996              1995
<S>                                              <C>               <C>
                                                                  
ASSETS                                                            
                                                                  
CURRENT ASSETS                                                    
  Cash and cash equivalents                          $23,426           $23,581
  Accounts receivable                                  9,901             5,360
  Merchandise inventory                              295,965           275,183
  Prepaid expenses and other                          13,474            12,157
                                                     _______           _______
         Total Current Assets                        342,766           316,281
                                                                              
PROPERTY AND EQUIPMENT                                                        
  Land and buildings                                  24,102            23,723
  Fixtures and equipment                             156,811           145,427
  Leasehold improvements                             123,829           111,615
  Construction-in-progress                            16,808            12,490
                                                     _______           _______
                                                     321,550           293,255
  Less accumulated depreciation and amortization     140,174           122,004
                                                     _______           _______
                                                     181,376           171,251
                                                                              
Other assets                                          17,010            18,709
                                                     _______           _______
                                                    $541,152          $506,241
                                                                  
                                                                  
LIABILITIES AND STOCKHOLDERS' EQUITY                              
                                                                  
CURRENT LIABILITIES                                               
  Accounts payable                                  $137,653          $109,589
  Accrued expenses and other                          42,944            48,472
  Accrued payroll and benefits                        30,064            21,705
  Income taxes payable                                10,555             4,739
                                                     _______           _______
         Total Current Liabilities                   221,216           184,505
  Long-term debt                                       9,806            46,069
  Deferred income taxes and other liabilities         18,614            21,116
STOCKHOLDERS' EQUITY                                                          
  Common stock, par value $.01 per share                                      
         Authorized 100,000,000 shares                                        
         Issued and outstanding 24,601,000 and                                
        24,433,000 shares                                246               244
  Additional paid-in capital                         133,409           125,451
  Retained earnings                                  157,861           128,856
                                                     _______           _______
                                                     291,516           254,551
                                                     _______           _______
                                                    $541,152          $506,241
                                                                              
</TABLE>

                                                                              
See notes to consolidated financial statements.

<PAGE>  16
                             CONSOLIDATED STATEMENTS OF EARNINGS

<TABLE>
                                                                        
                                          Year Ended      Year Ended      Year Ended
                                         February 3,     January 28,     January 29,
($000, except share data)                   1996<F1>            1995            1994
<S>                                      <C>             <C>             <C>     
                                                                        
SALES                                     $1,426,397      $1,262,544      $1,122,033
                                                                                    
COSTS AND EXPENSES                                                                  
    Cost of goods sold and occupancy       1,031,455         920,265         814,745
    General, selling and administrative      293,051         263,777         235,558
    Depreciation and amortization             27,033          24,017          20,539
    Interest                                   2,737           3,528           2,318
    Insurance proceeds                                      (10,412)    
                                           _________       _________      __________            
                                           1,354,276       1,201,175       1,073,160
                                                                                    
Earnings before taxes                         72,121          61,369          48,873
Provision for taxes on earnings               28,849          24,548          19,549
                                           _________        ________      __________ 
Net earnings                                 $43,272         $36,821         $29,324
                        
                                                                                    
                                                                                    
EARNINGS PER SHARE                                                                  
    Primary                                    $1.75           $1.49           $1.14
    Fully-diluted                              $1.73           $1.49           $1.14
                                                                                    
                                                                                    
WEIGHTED AVERAGE SHARES OUTSTANDING (000)
    Primary                                   24,752          24,707          25,715
    Fully-diluted                             25,056          24,723          25,791
                                                                                    
                                                                                    
<FN>
<F1>     Fiscal 1995 is a 53-week year; all other years are 52 weeks.
</FN>
</TABLE>

See notes to consolidated financial statements.



<PAGE>  17
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                        
                                        


<TABLE>
<CAPTION>
                                        Common Stock
                                                           Additional                           
                                                              Paid-In    Retained             
  (000)                                 Shares   Amount       Capital    Earnings        Total
                                                                                               
  <S>                                  <C>       <C>        <C>          <C>         <C>         
                                                                                               
  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  
  Common stock issued under stock                                                               
       plans, including tax benefit        924        9        11,963                   11,972
  Stock repurchased                      (756)      (7)       (4,005)     (8,128)     (12,140)  
  Net earnings                                                             43,272       43,272  
  Dividends declared                                                      (6,139)      (6,139)
                                        ______     ____      ________    ________     ________
  BALANCE AT FEBRUARY 3, 1996           24,601     $246      $133,409    $157,861     $291,516 
                                                                                               
</TABLE>

                                                                            

See notes to consolidated financial statements.







<PAGE>  18
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                           Year Ended    Year Ended    Year Ended
                                                          February 3,   January 28,   January 29,
 ($000)                                                      1996<F1>          1995          1994
 <S>                                                     <C>            <C>           <C>
                                                                                                   
 CASH FLOWS FROM OPERATING ACTIVITIES                                                              
      Net earnings                                            $43,272       $36,821       $29,324  
      Adjustments to reconcile net earnings to net                                                 
       cash provided by operating activities:
       Depreciation and amortization of property and                                               
       equipment                                               27,033        24,017        20,539
      Other amortization                                        4,982         4,995         8,741  
      Deferred income taxes                                   (2,898)           923           669  
    Change in current assets and current liabilities:                                              
      Merchandise inventory                                  (20,782)      (46,254)       (7,881)  
      Other current assets - net                              (5,859)         1,720       (6,528)  
      Accounts payable                                         27,813        19,787       (7,398)  
      Other current liabilities - net                           9,529         8,154         (361)  
      Other                                                     4,894       (4,947)         1,080  
                                                               ______       _______       _______  
      Net cash provided by operating activities                87,984        45,216        38,185  
                                                                                                   
                                                                                                   
 CASH FLOWS FROM INVESTING ACTIVITIES                                                              
    Additions to property and equipment                      (41,706)      (52,055)      (33,391)
                                                             ________      ________      ________   
      Net cash used in investing activities                  (41,706)      (52,055)      (33,391)  
                                                                                                   
                                                                                                   
 CASH FLOWS FROM FINANCING ACTIVITIES                                                              
   Proceeds (repayment) of long-term debt                    (36,349)        12,666         (303)  
   Issuance of common stock related to stock plans              7,946         3,202         4,933  
   Repurchase of common stock                                (12,140)      (12,855)      (17,574)  
   Dividends paid                                             (5,890)       (4,900)              
                                                             ________      ________      ________   
     Net cash (used in) financing activities                 (46,433)       (1,887)      (12,944)
                                                             ________      ________      ________   
   Net (decrease) in cash and cash equivalents                  (155)       (8,726)       (8,150)  
   Cash and cash equivalents:                                                                      
       Beginning of year                                       23,581        32,307        40,457  
                                                              _______       ________      _______
       End of year                                            $23,426       $23,581       $32,307  
                                                                                                   

<FN>
<F1>   Fiscal 1995 is a 53-week year; all other years are 52 weeks.
</FN>
</TABLE>

See notes to consolidated financial statements.



         


<PAGE>  19


         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     For the Fiscal Years Ended February 3, 1996, January 28,
1995 and January 29, 1994 (referred to as 1995, 1994 and 1993).

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 February 3, 1996, the company operated 292
stores.  The company's headquarters, one distribution center
and 46% of its stores are located in California.

     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 1994 and 1993
financial statements to conform to the 1995 presentations.  The
1995 year consisted of 53 weeks while 1994 and 1993 each had 52
weeks.

     Accounting Estimates.  The preparation of financial
statements in conformity with generally accepted accounting
principles requires management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period.  Actual results could differ from those estimates.

     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.

     Deferred Store Opening Expenses.  Pre-opening expenses are
deferred until the store's grand opening date, at which time
the deferred costs are expensed.

     Advertising.  Advertising costs are expensed when
incurred.  In 1995, 1994 and 1993, advertising expenses were
$37 million, $37 million and $34 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 1995 1994 and 1993
the balance of deferred rent was $8.9 million, $7.5 million and
$6.4 million and is included in other long-term liabilities.

     Intangible Assets.  Included in other assets are lease
rights and interests, consisting of payments made to acquire
store leases, which are amortized over the remaining applicable
life of the lease.  Also included in other assets is the excess
of cost over the acquired net assets, which 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 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 useful life of five years.

     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.

     Impact of New Accounting Standards.  Effective February 3,
1996, the company adopted Statement of Financial Accounting
Standards No. 121, Accounting for the Impairment of Long-Lived
Assets and Long-Lived Assets to be Disposed Of, (SFAS 121)
which requires that long-lived assets, including

<PAGE> 20
identifiable intangible assets, used by an entity be reviewed
for impairment whenever events or changes indicate that the
carrying amount of that asset may not be recoverable.  Based
upon the company's review as of February 3, 1996, no
adjustments were made to the carrying value of such assets.

     In October 1995, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 123,
Accounting for Stock-Based Compensation, (SFAS 123) which
establishes a fair value method of accounting for stock options
and other equity instruments.  This standard becomes effective
for fiscal years beginning after December 15, 1995.  The
company has elected not to adopt SFAS 123 in its 1995 fiscal
year.

     Taxes on Earnings.  Income taxes are accounted for under
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, the company 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)                   1995      1994        1993
                                                        
     Interest               $3,421   $ 3,828     $ 2,850
     Income taxes          $24,239   $24,614     $21,014
                                                        


Note C: Long-Term Debt

     Long-term debt at year-end consists of the following:

      ($000)                   1995         1994
                                                
      Mortgage               $9,806      $10,069
      Term loan                   0       36,000
                             ______      _______
                             $9,806      $46,069

The weighted average interest rates on borrowings during 1995,
1994 and 1993 were 7.1%, 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 $288,000,
$318,000, $349,000, $384,000 and $422,000 due in 1996, 1997,
1998, 1999 and 2000, respectively.  In 1996, the interest rate
will be reset at the lender's best prevailing interest rate or
the mortgage will be repaid, at the company's option.

     Term Loan.  On June 22, 1994, the company signed a term
loan credit agreement with a bank due June 2000 for $60
million.  Capital repayment is not required until the end of
the loan period, June 30, 2000, and no portion was outstanding
as of year-end 1995.  The interest rate is based on the London
Interbank Offered Rate (LIBOR).

     Bank Credit Facilities.  The company has available under
its principal credit agreement a $110 million revolving credit
facility which expires in July 1998.  The credit facility is
also available for the

<PAGE>  21
issuance of letters of credit.  Interest is payable monthly
under several pricing options, including the bank's prime rate.
At year-end 1995, 1994 and 1993, the company had $13.3 million,
$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, fixed
charge coverage and leverage ratios.

     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 $20.3 million, $22.6
million and $13.9 million at year-end 1995, 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 1995 are as follows:

               ($000)             Amounts
               1996               $81,709
               1997                78,085
               1998                74,724
               1999                68,372
               2000                54,036
                                  _______
               Later years        148,730
                                  _______
               Total             $505,656


Total rent expense for all operating leases is as follows:

      ($000)                     1995     1994       1993
                                                         
      Minimum rentals         $84,340  $76,593    $70,856
                                                



<PAGE> 22
Note E: Taxes on Earnings

     The provision for taxes consists of the following:

     ($000)                    1995     1994       1993
                                                       
     CURRENTLY PAYABLE                                 
          Federal           $25,746  $18,987    $14,885
          State               6,001    4,638      3,995
                            _______  _______    _______     
                             31,747   23,625     18,880
                                                       
     DEFERRED                                          
          Federal           (2,715)      565        506
          State               (183)      358        163
                            _______      ___        ___
                            (2,898)      923        669
                            _______  _______    _______
                            $28,849  $24,548    $19,549
                                              

     In 1995, 1994 and 1993, the company realized tax benefits
of $1.7 million, $0.7 million and $2.7 million related to stock
options exercised and the vesting of restricted stock which
were credited to additional paid-in capital.

    The provisions for 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:


                                         1995     1994    1993
  Federal income taxes at the                                 
   statutory rate                         35%      35%     35%
                                                              
  Increased income taxes resulting                            
       from state income taxes, net                           
       of federal benefit                  5%       5%      5%
                                          ___      ___    ___
                                          40%      40%     40%
                                                              



<PAGE> 23
The components of the net deferred tax liability at year-end
are as follows:


($000)                                 1995          1994
                                                         
DEFERRED TAX ASSETS                                      
     California franchise taxes      $1,055      $    883
     Straight-line rent               3,782         3,206
     Deferred compensation            4,273         3,873
     Reserve for uninsured losses     1,370         1,455
     Employee benefits                4,902         3,601
     All other                        1,602         1,955
                                     ______        ______
                                     16,984        14,973
                                                         
DEFERRED TAX LIABILITIES                                 
     Depreciation                  (14,046)      (15,393)
     Prepaid expenses               (5,250)       (4,859)
     Supplies                       (1,465)       (1,380)
     Other                             (26)          (42)
                                   ________      ________
                                   (20,787)      (21,674)
                                                         
NET DEFERRED TAX LIABILITIES       ($3,803)     ($ 6,701)
                                                         


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
proceeds of $10.4 million for business interruption.


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 began 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 June, August and November 1994; $.06
per common share in January, May, August and November 1995; and
$.07 per common share in January 1996.

     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.  In February 1993, November 1993 and May
1995, the company announced that its Board of Directors
approved repurchase programs for up to one million shares of
common stock each, for a total of three million shares.  In
February 1996, the company's Board of Directors announced an
expansion

<PAGE> 24
of these repurchase programs by authorizing the buyback of an
additional two million shares, or a total of five million
shares authorized for repurchase since February 1993.  Of this
amount, a total of 1.2 million shares were repurchased at an
average price of $14.89 in 1993, 820,000 shares were
repurchased at an average price of $15.68 in 1994, and 756,000
shares were repurchased at an average price of $16.05 in 1995.

     Stock Options.  The company's Stock Option Plan allows for
the granting of incentive and nonqualified stock options.
Stock options are to be granted 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 1995, 1994
and 1993.

                                                 Number of        Average 
(000)                                              Shares         Price
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
                   Granted                          751            $12.28
                   Exercised                       (475)            $9.69
                   Canceled                        (132)           $15.75

Outstanding and exercisable at                                        
                February 3, 1996                   2,919           $15.08

At year-end 1995, 1994 and 1993, 1.6 million, 1.1 million and
1.7 million shares remained available for grant under the plan.

     Restricted Stock.  During 1995, 1994 and 1993 the company
awarded 333,000, 278,000 and 194,000 shares to certain
employees of which 23,000, 8,000 and 49,000 were subsequently
canceled and returned to the share reserve.  At year-end 1995,
715,000 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
1995, 1994 and 1993, the unamortized compensation expense was
$4.1 million, $4.7 million and $4.8 million.

     Employee Stock Purchase Plan.  During 1995, employees
purchased approximately 130,000 shares of the company's common
stock through payroll deductions under the plan.  Through
February 3, 1996, approximately 641,000 shares had been issued
under this plan and 359,000 shares remained available for
future issuance.

     Outside Directors Stock Option Plan.  The company's
Outside Directors Stock Option Plan provides for the automatic
grant of stock options at pre-established times and for fixed
numbers of shares to each non-employee director.  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 February 3, 1996,
the company had granted options for approximately 103,000
shares at exercise prices ranging from $8.63 to $20.88 per
share.  During 1995, options for 9,000 shares were exercised at
an average price of $8.63 per share and options for 4,000
shares were canceled and returned to the share reserve.  At
year-end 1995, 29,000 shares remained available for grant under
the plan, and options for 76,000 shares remained outstanding
and exercisable.



<PAGE> 25

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      14 Weeks       53 Weeks
                                    Ended      Ended        Ended         Ended          Ended
($000, except per share         April 29,   July 29,  October 28,   February 3,    February 3,
data)                                1995       1995         1995          1996           1996
<S>                              <C>        <C>          <C>           <C>          <C>
                                                                                              
Sales                            $297,434   $351,202     $330,682      $447,079     $1,426,397
Gross margin, after                                                                           
  occupancy                        78,815     96,972       93,127       126,027        394,941
Net earnings                        3,868     10,336        7,909        21,159         43,272
Net earnings per fully-                                                                       
  diluted share                       .16        .42          .32           .85           1.73
Dividends declared per                                                                        
  share on common stock                          .06          .06           .13<F1>        .25
Closing stock price<F4>                                                                       
  High                             12 1/4     12 5/8     16 15/16        20 3/4         20 3/4
  Low                               9 5/8    9 13/16     11 63/64        18 1/4          9 5/8
                                                                                              

<FN>
<F1>  Includes $.06 per share dividend declared November 1995 and $.07 per
      share dividend declared January 1996.
<F2>  Includes after tax net insurance proceeds of $6.247 million or $.25 per
      share.
<F3>  Includes $.05 per share dividend declared November 1994 and $.06 per
      share dividend declared in January 1995.
<F4>  Ross Stores, Inc. common stock trades on the Nasdaq National Market tier
      of The Nasdaq Stock MarketSM under the symbol ROST.
</FN>
</TABLE>



<TABLE>
<CAPTION>
                                 13 Weeks   13 Weeks     13 Weeks      13 Weeks       52 Weeks
                                    Ended      Ended        Ended         Ended          Ended
($000, except per share         April 30,   July 30,  October 29,   January 28,    January 28,
data)                                1994       1994         1994          1995           1995
<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<F2>    12,481         36,821
Net earnings per fully-                                                                       
  diluted share                       .18        .36          .45<F2>       .51           1.49
Dividends declared per                                                                        
  share on common stock                          .05          .05           .11<F3>        .21
Closing stock price<F4>                                                                        
  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 $.06 per share dividend declared November 1995 and $.07 per
      share dividend declared January 1996.
<F2>  Includes after tax net insurance proceeds of $6.247 million or $.25 per
      share.
<F3>  Includes $.05 per share dividend declared November 1994 and $.06 per
      share dividend declared in January 1995.
<F4>  Ross Stores, Inc. common stock trades on the Nasdaq National Market tier
      of The Nasdaq Stock MarketSM 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 February 3, 1996 and January 28, 1995, and the related
consolidated statements of earnings, stockholders' equity, and
cash flows for each of the three years in the period ended
February 3, 1996.  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 February 3, 1996 and January 28,
1995, and the results of its operations and its cash flows for
each of the three years in the period ended February 3, 1996 in
conformity with generally accepted accounting principles.



DELOITTE & TOUCHE LLP
San Francisco, California

March 15, 1996





<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

     Information required by this item is incorporated herein
by reference to the sections entitled (i) "Executive Officers
of the Registrant" at the end of Part I of this report; (ii)
"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 30, 1996 (the "Proxy
Statement"); and (iii) "Compliance With Section 16(a) of the
Exchange Act" in the Proxy Statement.



ITEM 11. EXECUTIVE COMPENSATION

     The information required by this item is 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

     The information required by this item is 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

     The information required by this item is 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 February 3,
                       1996 and January 28, 1995.
                    Consolidated Statements of Earnings for the
                       years ended February 3, 1996, January 28,
                       1995 and January 29, 1994.
                    Consolidated Statements of Stockholders'
                    Equity for the years ended February 3, 1996,
                       January 28, 1995, and January 29, 1994.
                    Consolidated Statements of Cash Flows for
                       the years ended February 3, 1996, January 28,
                       1995 and January 29, 1994.
                    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)

                   Incorporated herein by reference to the list of
                   Exhibits contained in the Exhibit Index which begins
                   on page 30 of this Report.

       (b) Reports on Form 8-K.

           None.

<PAGE> 29

                          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 26 1996   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 26, 1996
Norman A. Ferber         Officer and Director                           
                                                                        
/s/Melvin A. Wilmore     President, Chief Operating       April 26, 1996
Melvin A. Wilmore        Officer and Director                           
                                                                        
                                                                        
/s/John Vuko             Senior Vice President,           April 26, 1996
John M. Vuko             Controller                                  
                         Principal Accounting Officer,                   
                         Interim Chief Financial Officer
                                               
/s/Stuart G. Moldaw      Chairman Emeritus, Director      April 26, 1996
Stuart G. Moldaw                                                        
                                                                        
/s/Maynard Jenkins       Director                         April 26, 1996
Maynard Jenkins                                                         
                                                                        
/s/G. Orban              Director                         April 26, 1996
George P. Orban                                                         
                                                                        
/s/Philip Schlein        Director                         April 26, 1996
Philip Schlein                                                          
                                                                        
/s/ Donald H. Seiler     Director                         April 26, 1996
Donald H. Seiler                                                        
                                                                        
/s/D.L. Weaver           Director                         April 26, 1996
Donna L. Weaver                                                         

<PAGE> 30

                       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
        to the 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
        ("Revolving Credit Agreement"), 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    Second Amendment to Revolving Credit Agreement,
        effective on June 15, 1995 by and among Ross Stores,
        Banks and Wells Fargo Bank, National Association, as
        agent for Banks, incorporated by reference to Exhibit
        10.4 to the Form 10-Q filed by Ross Stores for its
        quarter ended July 29, 1995.
        
10.5    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
        ("Credit Agreement"), incorporated by reference to
        Exhibit 10.6 to the Form 10-Q filed by Ross Stores for
        its quarter ended July 30, 1994.
        
10.6    First Amendment to Credit Agreement, dated as of June
        20, 1995, among Ross Stores, Bank of America National
        Trust and Savings Association as Agent, the Industrial
        Bank of Japan as Co-Agent to the Credit Agreement,
        incorporated by reference to Exhibit 10.6 to the Form 10-
        Q filed by Ross Stores for its quarter ended July 29,
        1995.
        
MANAGEMENT CONTRACTS AND COMPENSATORY PLANS (EXHIBITS 10.7 - 10.23)
        
10.7    Amended and Restated 1992 Stock Option Plan,
        incorporated by reference to the appendix to the Proxy
        Statement filed by Ross Stores on April 24, 1995 for its
        Annual Stockholders Meeting held May 25, 1995.

<PAGE> 31
Exhibit
Number         Exhibit

10.8    Third Amended and Restated Ross Stores Employee Stock
        Purchase Plan, incorporated by reference to the appendix
        to the Proxy Statement filed by Ross Stores  on April
        24, 1995 for its Annual Stockholders Meeting held May
        25, 1995.
        
10.9    Third Amended and Restated Ross Stores 1988 Restricted
        Stock Plan, incorporated by reference to the appendix to
        the Proxy Statement filed by Ross Stores  on April 24,
        1995 for its Annual Stockholders Meeting held May 25,
        1995.
        
10.10   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.
        
10.11   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").
        
10.12   Third Amended and Restated Ross Stores Executive
        Supplemental Retirement Plan, incorporated by reference
        to Exhibit 10.14 to the 1993 Form 10-K.
        
10.13   Ross Stores Non-Qualified Deferred Compensation Plan,
        incorporated by reference to Exhibit 10.15 to the 1993
        Form 10-K.
        
10.14   Ross Stores Incentive Compensation Plan, incorporated by
        reference to Exhibit 10.16 to the 1993 Form 10-K.
        
10.15   Amended and Restated Employment Agreement by and between
        Ross Stores and Norman A. Ferber, effective as of June
        1, 1995, incorporated by reference to Exhibit 10.17 to
        the Form 10-Q filed by Ross Stores for its quarter ended
        October 28, 1995.
        
10.16   Agreement between Ross Stores and Norman A. Ferber,
        dated August 22, 1995, incorporated by reference to
        Exhibit 10.18 to the Form 10-Q filed by Ross Stores for
        its quarter ended October 28, 1995.
        
10.17   Employment Agreement by and 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.
        
10.18   Amendment to Employment and Stock Grant Agreements by
        and between Ross Stores and Melvin A. Wilmore, effective
        as of March 16, 1995, incorporated by reference to
        Exhibit 10.20 to the Form 10-Q filed by Ross Stores for
        its quarter ended October 28, 1995.
        
10.19   Second Amendment to Employment Agreement by and between
        Ross Stores and Melvin A. Wilmore, effective as of June
        1, 1995, incorporated by reference to Exhibit 10.21 to
        the Form 10-Q filed by Ross Stores for its quarter ended
        October 28, 1995.
        
10.20   Agreement between Ross Stores and Melvin A. Wilmore,
        dated August 22, 1995, incorporated by reference to
        Exhibit 10.22 to the Form 10-Q filed by Ross Stores for
        its quarter ended October 28, 1995.
        
10.21   Employment Agreement by and between Ross Stores and
        Michael Balmuth, effective as of February 1, 1995,
        incorporated by reference to Exhibit 10.15 to the Form
        10-Q filed by Ross Stores for its quarter ended April
        29, 1995.

<PAGE>  
32
Exhibit 
Number    Exhibit
        
10.22   Amendment to Employment Agreement by and between Ross
        Stores and Michael Balmuth, effective as of June 1,
        1995, incorporated by reference to Exhibit 10.24 to the
        Form 10-Q filed by Ross Stores for its quarter ended
        October 28, 1995.
        
10.23   Consulting Agreement between Ross Stores and Stuart G.
        Moldaw, effective as of March 16, 1995, incorporated by
        reference to Exhibit 10.16 to the Form 10-Q filed by
        Ross Stores for its quarter ended April 29, 1995.
        
11      Statement re:  Computation of Per Share Earnings.
        
23      Independent Auditors' Consent.
        
27      Financial Data Schedules (submitted for SEC use only).
        






EXHIBIT 11
                                     
                                     
                                     
              STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS
                                     

                                                       
                                                  Year Ended
                                                                        
                                         February     January    January
                                               3,         28,        29,
                                             1996        1995       1994
                                        (000, except per share amounts)
Primary                                                                 

Net Earnings                              $43,272     $36,821    $29,324
                                          =======     =======    =======
Weighted average shares outstanding:                                    
    Common shares                          24,518      24,495     25,229

Common equivalent shares:                                               
    Stock Options                             234         212        486
                                              ___         ___        ___  
Weighted average common and common                                      
equivalent shares outstanding, as          
adjusted                                   24,752      24,707     25,715 
                                           ======      ======     ======
    Earnings per common and common                                      
    equivalent share                        $1.75       $1.49      $1.14
                                           ======       =====      =====     
                                                                        
Fully Diluted

Net Earnings                              $43,272     $36,821    $29,324
                                          =======     =======    =======
Weighted average shares outstanding:                                    
    Common shares                          24,518      24,495     25,287

Common equivalent shares:                                               
    Stock Options                             538         228        504
                                              ___         ___        ___ 
Weighted average common and common                                      
equivalent shares outstanding, as          
adjusted                                   25,056      24,723     25,791
                                           ======      ======     ======
    Earnings per common and common                                      
    equivalent share                        $1.73       $1.49      $1.14
                                            =====       =====      =====








EXHIBIT 23



INDEPENDENT AUDITORS' CONSENT



We consent to the incorporation by reference in Registration
Statement Nos. 33-61373, 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 15, 1996, appearing in this
Annual Report on Form 10-K of Ross Stores, Inc. for the year
ended February 3, 1996.




Deloitte & Touche LLP
San Francisco, California
April 15, 1996









<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 FEBRUARY 3, 1966 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>                          FEB-03-1996
<PERIOD-START>                             JAN-29-1995
<PERIOD-END>                               FEB-03-1996
<CASH>                                          23,426
<SECURITIES>                                         0
<RECEIVABLES>                                    9,901
<ALLOWANCES>                                         0
<INVENTORY>                                    295,965
<CURRENT-ASSETS>                               342,766
<PP&E>                                         321,550
<DEPRECIATION>                                 140,174
<TOTAL-ASSETS>                                 541,152
<CURRENT-LIABILITIES>                          221,216
<BONDS>                                          9,806
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                           246
<OTHER-SE>                                     291,270
<TOTAL-LIABILITY-AND-EQUITY>                   541,152
<SALES>                                      1,426,397
<TOTAL-REVENUES>                             1,426,397
<CGS>                                        1,031,455
<TOTAL-COSTS>                                1,354,276
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               2,737
<INCOME-PRETAX>                                 72,121
<INCOME-TAX>                                    28,849
<INCOME-CONTINUING>                             43,272
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    43,272
<EPS-PRIMARY>                                     1.75
<EPS-DILUTED>                                     1.73
        

</TABLE>