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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.1 )* Ross Stores Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 778296103 (CUSIP Number) Check the following box if a fee is being paid with this statement / /. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following page(s)) Page 1 CUSIP No. 778296103 13G Page 2 (1) NAMES OF REPORTING PERSONS. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Barclays Trust and Banking Company (Japan) Ltd. (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X (3) SEC USE ONLY (4) CITIZENSHIP OR PLACE OF ORGANIZATION Japan Number of Shares (5) SOLE VOTING POWER Beneficially Owned 200 by Each Reporting (6) SHARED VOTING POWER Person With 0 (7) SOLE DISPOSITIVE POWER 200 (8) SHARED DISPOSITIVE POWER 0 (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 200 (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% (12) TYPE OF REPORTING PERSON* BK *SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 778296103 13G Page 2A (1) NAMES OF REPORTING PERSONS. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Barclays Global Investors, N.A., 94-3112180 (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X (3) SEC USE ONLY (4) CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. Number of Shares (5) SOLE VOTING POWER Beneficially Owned 845,757 by Each Reporting (6) SHARED VOTING POWER Person With 0 (7) SOLE DISPOSITIVE POWER 845,757 (8) SHARED DISPOSITIVE POWER 0 (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 845,757 (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.4% (12) TYPE OF REPORTING PERSON* BK *SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 778296103 13G Page 2B (1) NAMES OF REPORTING PERSONS. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Barclays Global Fund Advisors (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X (3) SEC USE ONLY (4) CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. Number of Shares (5) SOLE VOTING POWER Beneficially Owned 114,900 by Each Reporting (6) SHARED VOTING POWER Person With 0 (7) SOLE DISPOSITIVE POWER 114,900 (8) SHARED DISPOSITIVE POWER 0 (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 114,900 (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.5% (12) TYPE OF REPORTING PERSON* BK *SEE INSTRUCTION BEFORE FILLING OUT! Page 3 ITEM 1(A). NAME OF ISSUER Ross Stores Inc. ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES 8333 Central Avenue Newark, CA 94560-3433 ITEM 2(A). NAME OF PERSON(S) FILING Barclays Trust and Banking Company (Japan) Ltd. ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE 2-2 Otemachi 2-Chome Tokyo Japan 100 ITEM 2(C). CITIZENSHIP Japan ITEM 2(D). TITLE OF CLASS OF SECURITIES Common Stock ITEM 2(E). CUSIP NUMBER 778296103 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR 13D-2(B), CHECK WHETHER THE PERSON FILING IS A (a) // Broker or Dealer registered under Section 15 of the Act (b) // Bank as defined in section 3(a) (6) of the Act X (c) // Insurance Company as defined in section 3(a) (19) of the Act (d) // Investment Company registered under section 8 of the Investment Company Act (e) // Investment Adviser registered under section 203 of the Investment Advisers Act of 1940 (f) // Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d-1(b) (1) (ii)(F) (g) // Parent Holding Company, in accordance with Rule 13d-1(b) (ii) (G) (Note:See Item 7) (h) // Group, in accordance with Rule 13d-1(b) (1) (ii) (H) Page 3A ITEM 1(A). NAME OF ISSUER Ross Stores Inc. ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES 8333 Central Avenue Newark, CA 94560-3433 ITEM 2(A). NAME OF PERSON(S) FILING Barclays Global Investors, N.A. ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE 45 Fremont Street San Francisco, CA 94105 ITEM 2(C). CITIZENSHIP U.S.A ITEM 2(D). TITLE OF CLASS OF SECURITIES Common Stock ITEM 2(E). CUSIP NUMBER 778296103 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR 13D-2(B), CHECK WHETHER THE PERSON FILING IS A (a) // Broker or Dealer registered under Section 15 of the Act (b) // Bank as defined in section 3(a) (6) of the Act X (c) // Insurance Company as defined in section 3(a) (19) of the Act (d) // Investment Company registered under section 8 of the Investment Company Act (e) // Investment Adviser registered under section 203 of the Investment Advisers Act of 1940 (f) // Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d-1(b) (1) (ii)(F) (g) // Parent Holding Company, in accordance with Rule 13d-1(b) (ii) (G) (Note:See Item 7) (h) // Group, in accordance with Rule 13d-1(b) (1) (ii) (H) Page 3B ITEM 1(A). NAME OF ISSUER Ross Stores Inc. ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES 8333 Central Avenue Newark, CA 94560-3433 ITEM 2(A). NAME OF PERSON(S) FILING Barclays Global Fund Advisors ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE 45 Fremont Street San Francisco, CA 94105 ITEM 2(C). CITIZENSHIP U.S.A ITEM 2(D). TITLE OF CLASS OF SECURITIES Common Stock ITEM 2(E). CUSIP NUMBER 778296103 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR 13D-2(B), CHECK WHETHER THE PERSON FILING IS A (a) // Broker or Dealer registered under Section 15 of the Act (b) // Bank as defined in section 3(a) (6) of the Act X (c) // Insurance Company as defined in section 3(a) (19) of the Act (d) // Investment Company registered under section 8 of the Investment Company Act (e) // Investment Adviser registered under section 203 of the Investment Advisers Act of 1940 (f) // Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d-1(b) (1) (ii)(F) (g) // Parent Holding Company, in accordance with Rule 13d-1(b) (ii) (G) (Note:See Item 7) (h) // Group, in accordance with Rule 13d-1(b) (1) (ii) (H) Page 4 ITEM 4. OWNERSHIP (a) Amount Beneficially Owned: 960,857 (b) Percent of Class: 3.9% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 960,857 (ii) shared power to vote or to direct the vote 0 (iii) sole power to dispose or to direct the disposition of 960,857 (iv) shared power to dispose or to direct the disposition of 0 ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS if this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. // Not applicable ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON The shares reported are held by the company in trust accounts for the economic benefit of the beneficiaries of those accounts. See also Items 2(a) above. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY Not applicable ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP Not applicable ITEM 9. NOTICE OF DISSOLUTION OF GROUP Not applicable Page 5 ITEM 10. CERTIFICATION By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 12, 1997 Deborah Ferris Compliance Manager