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

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Ross Stores, Inc.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

778296103
(CUSIP Number)

October 31, 2007
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

[X]  Rule 13d-1(b)

[ ]  Rule 13d-1(c)

[ ]  Rule 13d-1(d)

*    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 cover 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).

SCHEDULE 13G

CUSIP No.         778296103

--------------------------------------------------------------------------------
1.   Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).

INVESCO PLC
AIM Funds Management, Inc.
PowerShares Capital Management LLC
--------------------------------------------------------------------------------
2.   Check the Appropriate Box if a Member of a Group (see Instructions)

(a)
(b)

--------------------------------------------------------------------------------
3.   SEC Use Only

--------------------------------------------------------------------------------
4.   Citizenship or Place of Organization

INVESCO PLC: England
AIM Funds Management, Inc. - CA
PowerShares Capital Management LLC - US

--------------------------------------------------------------------------------

5.   Sole Voting Power 13,906,361: Such shares are held by
the following entities in the respective amounts listed:

AIM Funds Management, Inc. 13,851,200
PowerShares Capital Management LLC 55,161

----------------------------------------------------------------
Number of     6.   Shared Voting Power
Shares
Beneficially         -0-
Owned by Each   ----------------------------------------------------------------
Reporting     7.   Sole Dispositive Power 13,906,361: Such shares are held by
Person           the following entities in the respective amounts listed:
With
AIM Funds Management, Inc.  13,851,200
PowerShares Capital Management LLC  55,161
----------------------------------------------------------------
8.   Shared Dispositive Power

-0-
--------------------------------------------------------------------------------
9.   Aggregate Amount Beneficially Owned by Each Reporting Person

13,906,361
--------------------------------------------------------------------------------
10.  Check if the Aggregate Amount in Row (9) Excludes Certain Shares 
(See Instructions)

N/A
--------------------------------------------------------------------------------
11.  Percent of Class Represented by Amount in Row (9)

10.14%
--------------------------------------------------------------------------------
12.  Type of Reporting Person (See Instructions) 

IA, HC. See Items 2 and 3 of this statement.
--------------------------------------------------------------------------------

SCHEDULE 13G

Item 1(a)         Name of Issuer:
Ross Stores, Inc.

Item 1(b)         Address of Issuer's Principal Executive Offices:
4440 Rosewood Drive
Pleasanton, CA  94588

Item 2(a)         Name of Person Filing:
INVESCO PLC

In accordance with Securities and Exchange Commission Release
No. 34-39538 (January 12, 1998), this statement on Schedule
13G or amendment thereto is being filed by INVESCO PLC
("INVESCO"), a U.K. entity, on behalf of itself and its
subsidiaries listed in Item 4 of the cover of this statement.
INVESCO through such subsidiaries provides investment
management services to institutional and individual investors
worldwide.

Executive officers and directors of INVESCO or its
subsidiaries may beneficially own shares of the securities of
the issuer to which this statement relates (the "Shares"), and
such Shares are not reported in this statement. INVESCO and
its subsidiaries disclaim beneficial ownership of Shares
beneficially owned by any of their executive officers and
directors. Each of INVESCO's direct and indirect subsidiaries
also disclaim beneficial ownership of Shares beneficially
owned by INVESCO and any other subsidiary.

Item 2(b)         Address of Principal Business Office:
30 Finsbury Square
London EC2A 1AG
England

Item 2(c)         Citizenship:
See the response to Item 2(a) of this statement.

Item 2(d)         Title of Class of Securities:
Common Stock, $.01 par value per share

Item 2(e)         CUSIP Number:
778296103

Item 3            If this statement is filed pursuant to ss240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:

(e) [x] An investment adviser in accordance with section
240.13d-1(b)(1)(ii)(E)

(g) [x] A parent holding company or control person in accordance
with section 240.13d-1(b)(1)(ii)(G)

As noted in Item 2 above, INVESCO is making this filing on
behalf of its subsidiaries listed herein. Each of these
entities is either an investment adviser registered with the
United States Securities and Exchange Commission under Section
203 of the Investment Advisers Act of 1940, as amended, or
under similar laws of other jurisdictions. INVESCO is a
holding company.

Item 4            Ownership:
Please see responses to Items 5-8 on the cover of this
statement, which are incorporated herein by reference.

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 [ ]

Item 6            Ownership of More than Five Percent on Behalf of Another
Person: N/A

Item 7            Identification and Classification of the Subsidiary Which
Acquired the Security Being reported on By the Parent
Holding Company:

Please see Item 3 of this statement, which is incorporated
herein by reference.

Item 8            Identification and Classification of Members of the Group:
N/A

Item 9            Notice of Dissolution of a Group:
N/A

Item 10           Certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose 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.

11/09/2007
Date

INVESCO PLC

By: /s/ Lisa Brinkley
------------------------------------
Lisa Brinkley
Chief Compliance Officer