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

(Mark one)
x       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended July 30, 1994

OR

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

Commission file number  0-14678

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

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

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

Registrant's telephone number,           510/505-4400
including area code

Former name, former address and              N/A
former fiscal year, if changed
since last report.

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

The  number  of  shares  of Common Stock, with  $.01  par  value,
outstanding on August 27, 1994 was 24,375,905.

begin page 2

PART I.  FINANCIAL INFORMATION

Item 1.  Financial statements.

ROSS STORES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

($000)                                                   July 30,    January 29,       July 31,
ASSETS                                                       1994           1994           1993
(Unaudited)       (Note A)    (Unaudited)

Current Assets
Cash                                                   $19,012      $  32,307       $ 15,073
Accounts receivable                                     11,268          4,016          7,588
Merchandise inventory                                  297,078        228,929        258,516
Prepaid expenses and other                             11,154          15,224         10,684
Total Current Assets                             338,512        280,476        291,861

Property and Equipment
Land and buildings                                      23,615         22,502         22,497
Fixtures and equipment                                 127,770        120,493        108,511
Leasehold improvements                                  95,037         89,588         84,189
Construction-in-progress                                11,273         10,739          5,224
257,695        243,322        220,421
Less accumulated depreciation and amortization         109,631         99,170         88,928
148,064        144,152        131,493
Lease rights and other assets                              16,539         12,743         13,283
$503,115       $437,371       $436,637

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts payable                                      $108,630      $  89,561        $93,152
Accrued expenses                                        34,359         43,262         29,658
Accrued payroll and other                               16,394         16,202         16,474
Income taxes payable                                     8,267          6,404          8,638
Total Current Liabilities                        167,650        155,429        147,922
Long-term debt                                             83,091         33,308         50,419
Deferred income taxes and other liabilities                20,247         20,412         19,974

Stockholders' Equity
Capital stock                                              244            247            254
Additional paid-in capital                             121,689        122,073        120,608
Retained earnings                                      110,194        105,902         97,460
232,127        228,222        218,322
$503,115       $437,371       $436,637

______________________________________________
See notes to condensed consolidated financial statements.

begin page 3

ROSS STORES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

Three Months Ended     Six Months Ended
July 30,  July 31,  July 30,  July 31,
($000 except per share data, unaudited)                 1994      1993      1994      1993

Sales                                               $312,296  $275,965  $576,503  $515,517

Costs and Expenses

Cost of goods sold and occupancy                  225,951   200,920   417,538   373,104
General, selling and administrative                64,891    55,712   124,068   111,561
Depreciation and amortization                       5,736     4,961    11,291     9,856
Interest                                              973       784     1,514     1,418
$297,551  $262,377  $554,411  $495,939

Earnings before taxes                                 14,745    13,588    22,092    19,578
Provision for taxes on earnings                        5,898     5,435     8,837     7,831
Net earnings                                          $8,847    $8,153   $13,255   $11,747

Net earnings per share:

Primary                                              $.36      $.31      $.53      $.45

Fully diluted                                        $.36      $.31      $.53      $.45

Weighted average shares outstanding:

Primary                                               24,762    25,983    24,879    26,089

Fully diluted                                         24,777    25,999    24,913    26,143

Stores open at end of period                                                 257       235

See notes to condensed consolidated financial statements.

begin page 4

ROSS STORES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended
July 30,  July 31,
($000, unaudited)                                                 1994      1993

Cash flows from operating activities
Net earnings                                              $13,255  $ 11,747
Adjustments to reconcile net earnings to net cash
used in operating activities:
Depreciation and amortization of property and equipment    11,291     9,856
Other amortization                                          2,411     3,928
Change in current assets and current liabilities:
(Increase) in merchandise inventory                  (68,149)  (37,468)
(Increase) in other current assets - net              (3,185)   (4,044)
Increase (decrease) in accounts payable               20,298    (2,579)
(Decrease) in other current liabilities - net            (92)   (4,574)
Other                                                      (2,986)    3,025
Net cash used in operating activities                (27,157)  (20,109)

Cash flows from investing activities
Additions to property and equipment                       (23,173)  (17,368)
Net cash used in investing activities                (23,173)  (17,368)

Cash flows from financing activities
Borrowing under line of credit agreement                   49,900    17,000
Repayment of long-term debt                                  (161)     (148)
Issuance of common stock related to stock plan              1,134       837
Repurchase of common stock                                (11,374)   (5,596)
Dividends paid                                             (2,464)        0
Net cash provided by financing activities             37,035    12,093
Net (decrease) in cash                                         (13,295)  (25,384)
Cash
Beginning of year                                     32,307    40,457
End of quarter                                       $19,012   $15,073

See notes to condensed consolidated financial statements.

begin page 5

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three and Six Months Ended July 30, 1994 and July 31, 1993
(Unaudited)

NOTE A - Basis of Presentation

The   accompanying   unaudited  condensed  consolidated   interim
financial statements have been prepared from the records  of  the
company  without audit and, in the opinion of management, include
all  adjustments  (consisting of only normal recurring  accruals)
necessary  to present fairly the financial position at  July  30,
1994 and July 31, 1993; the interim results of operations for the
three  and six months ended July 30, 1994 and July 31, 1993;  and
statements  of  cash flows for the six months  then  ended.   The
balance  sheet  at January 29, 1994, presented herein,  has  been
derived from the audited financial statements of the company  for
the fiscal year then ended.

Accounting policies followed by the company are described in Note
A to the audited consolidated financial statements for the fiscal
year  ended  January 29, 1994.  Certain information and  footnote
disclosures normally included in financial statements prepared in
accordance  with  generally accepted accounting  principles  have
been   condensed  or  omitted  for  purposes  of  the   condensed
consolidated   interim  financial  statements.    The   condensed
consolidated  interim  financial statements  should  be  read  in
conjunction  with the audited consolidated financial  statements,
including notes thereto, for the year ended January 29, 1994.

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

The  condensed consolidated interim financial statements at  July
30, 1994 and July 31, 1993, and for the three and six months then
ended  have  been reviewed, prior to filing, by the  registrant's
independent accountants whose report covering their review of the
financial statements is included in this report on page 6.

Note B - Statements of Cash Flows Supplemental Disclosures

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

Six Months Ended
------------------------
July 30,     July 31,
($000, unaudited)                             1994         1993

Interest                                 $1,721      $ 1,393
Income Taxes                             $6,973      $10,437

begin page 6

INDEPENDENT ACCOUNTANTS' REVIEW REPORT

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

We  have reviewed the accompanying condensed consolidated balance
sheets  of Ross Stores, Inc. (the "company") as of July 30,  1994
and   July  31,  1993  and  the  related  condensed  consolidated
statements of earnings for the three-month periods and  six-month
periods then ended and cash flows for the six-month periods  then
ended.  These condensed consolidated financial statements are the
responsibility of the company's management.

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

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

We have previously audited, in accordance with generally accepted
auditing  standards,  the  consolidated  balance  sheet  of  Ross
Stores, Inc. as of January 29, 1994, and the related consolidated
statements of earnings, stockholders' equity, and cash flows  for
the  year  then ended (not presented herein); and in  our  report
dated  March  11,  1994, we expressed an unqualified  opinion  on
those  consolidated financial statements.  In  our  opinion,  the
information  set forth in the accompanying condensed consolidated
balance  sheet  as of January 29, 1994 is fairly stated,  in  all
material respects, in relation to the consolidated balance  sheet
from which it has been derived.

Deloitte & Touche
San Francisco, CA

August 19, 1994

begin page 7

Item 2.    Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations.

Stores and General

As  of  July 30, 1994, and July 31, 1993, the company operated  a
total  of  257 stores and 235 stores, respectively.  Accordingly,
the results of operations for the three and six months ended July
30, 1994, over the same periods last year, reflect an increase in
the  level  of operations which was due to the greater number  of
open  stores during the current period as well as an increase  in
comparable store sales.

The  company  entered a new market by acquiring, in  late  August
1994,  the  lease  rights from Solo Serve Corporation  for  their
eight  Houston, Texas locations.  These stores are  scheduled  to
grand open in the fall of 1994.

Results of Operations

Sales

During the three and six month periods ended July 30, 1994, sales
were $312 million and $577 million, respectively, an increase  of
approximately  $36 million and $61 million over the corresponding
periods last year. For the three and six month periods ended July
30,   1994,   comparable  store  sales  increased  4%   and   3%,
respectively, from the same periods of the prior year.

Costs and Expenses

Cost of goods sold and occupancy as a percentage of sales was 72%
for  both  the  three and six month periods ended July  30,  1994
compared  to  73%  and  72% for the same periods  of  1993.   The
decline for the three months ended July 30, 1994 resulted  mainly
from   the  company's  more  competitive  initial  prices   which
contributed to lower markdowns as a percentage of sales.

General,  selling and administrative expenses as a percentage  of
sales  for  the three and six month periods ended July  30,  1994
were  21% and 22%, respectively, compared to 20% and 22% for  the
comparable periods of the prior year.  The increase for the three
months   ended  July  30,  1994  was  partially  due  to   higher
distribution  costs as units processed increased  proportionately
faster  than  sales.  In addition, there was a planned  shift  in
advertising expense from the first to the second quarter of 1994.

Taxes on Earnings

The  company's effective tax rate for the second quarter of  1994
and  1993  was 40%.  Both rates reflect the applicable  statutory
tax rates.

Liquidity and Capital Resources

The primary uses of cash during the first six months of 1994 were
for  inventory, new store capital expenditures and the  company's
stock repurchase program.  During the second quarter, the company
entered into a $60 million credit agreement (Exhibit 10.6)  which
replaces  the company's $23 million credit agreement  that  would
have  expired  in November 1994.  The company also  extended  and
expanded its existing revolving credit agreement (Exhibit  10.5).
The  company  believes  it can fund its  capital  needs  for  the
remainder  of the fiscal year and complete the remainder  of  the
two million share repurchase program through internally generated
cash,   trade  credit  and  established  bank  lines  and   lease
financing.

begin page 8

During the second quarter, the company reached an agreement  with
its insurance carriers for property damage claims relating to the
roof   collapse   of   its  distribution  center   in   Carlisle,
Pennsylvania in March 1994.  All repairs are now complete and the
facility is fully operational.  In addition, the company  expects
a  favorable outcome from current discussions with its  insurance
carriers  concerning  business  interruption  and  extra  expense
claims that arose from this same incident.

PART II.  OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security-Holders

At the Annual Meeting of Stockholders held on June 7, 1994 ("1994
Annual  Meeting"), the stockholders of the company voted  on  (i)
the  reelection of two Class II Directors for a three  year  term
and  (ii)  the ratification of Deloitte & Touche as the company's
independent  certified public accountants  for  the  fiscal  year
ended January 28, 1995.

Information  on  the Board of Directors.  Donald  G.  Fisher  and
Donna  L.  Weaver were the nominees reelected at the 1994  Annual
Meeting as the company's Class II directors whose terms expire in
1997.  Franklin P. Johnson, Jr. did not stand for reelection  and
his  term  of office expired after the 1994 Annual Meeting.   The
following  are  the  company's directors  who  were  not  up  for
reelection  and  whose term of office continues  after  the  1994
Annual Meeting: incumbent Class I Directors whose term expires in
1996: Stuart G. Moldaw, George P. Orban and Donald H. Seiler; and
incumbent Class III Directors whose term expires in 1995:  Norman
A. Ferber, Philip Schlein and Melvin A. Wilmore.

1994 ANNUAL MEETING ELECTION RESULTS

1.  ELECTION OF                                                 BROKER
DIRECTORS             IN FAVOR    WITHHELD      ABSTAIN    NON-VOTES
Donald H.Fisher     21,710,078    572,762        N/A          0
Donna L. Weaver     22,169,262    113,578        N/A          0

2.  RATIFICATION OF                                             BROKER
ACCOUNTANTS           IN FAVOR     AGAINST      ABSTAIN    NON-VOTES
Deloitte & Touche   21,410,763    26,462       845,125       490

Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

3.1   Certificate  of Incorporation, as amended,  incorporated
by   reference  to  Exhibit  3.1  to  the  Registration
Statement  on Form 8-B (the "Form 8-B") filed September
1,  1989  by  Ross Stores, Inc., a Delaware corporation
("Ross Stores").

3.2   Amended Bylaws, dated August 25, 1994.

10.1   Agreement  of Lease, dated November 24, 1986,  for  Ross
Stores' corporate headquarters and distribution  center
in  Newark,  CA, incorporated by reference  to  Exhibit
10.5 on Form 8-B.

10.2   Amended  and  Restated Credit Agreement, dated  November
23, 1992, among Ross Stores, Wells Fargo Bank, National
Association, Bank of America, N.T. & S.A.,  Nationsbank
of   Texas,  N.A.,  and  Banque  Nationale   de   Paris
("Banks");  and Wells Fargo Bank, National Association,
as  agent  for  Banks,  incorporated  by  reference  to
Exhibit 10.9 to the 1992 Form 10-K filed by Ross Stores
for its year ended January 30, 1993 ("1992 Form 10-K").

begin page 9

10.3   First   Amendment   to  Amended  and   Restated   Credit
Agreement, entered into as of February 5, 1993, by  and
among Ross Stores, Banks and Wells Fargo Bank, National
Association,  as  agent  for  Banks,  incorporated   by
reference to Exhibit 10.10 to the 1992 Form 10-K.

10.4   Revolving  Credit Agreement, dated July 31, 1993,  among
Ross  Stores,  Banks  and Wells  Fargo  Bank,  National
Association,  as  agent  for  Banks,  incorporated   by
reference  to Exhibit 10.17 on the Form 10-Q  filed  by
Ross Stores for its quarter ended July 31, 1993.

10.5   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.

10.6   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.

Management Contracts and Compensatory Plans (Exhibits 10.7 - 10.17)

10.7   Ross  Stores  1992  Stock Option Plan,  incorporated  by
reference  to Exhibit 19.1 on Form 10-Q filed  by  Ross
Stores for its quarter ended August 1, 1992.

10.8   Third  Amended  and Restated Ross Stores Employee  Stock
Purchase  Plan,  incorporated by reference  to  Exhibit
19.2  on Form 10-Q filed by Ross Stores for its quarter
ended August 1, 1992.

10.9   Third  Amended and Restated Ross Stores 1988  Restricted
Stock  Plan, incorporated by reference to Exhibit  19.3
on Form 10-Q filed by Ross Stores for its quarter ended
August 1, 1992.

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  Employment  Agreement  between  Ross  Stores,  Inc.  and
Norman A. Ferber, effective as of June 8, 1994.

10.16  Employment  Agreement between Ross Stores and Melvin  A.
Wilmore,  effective as of March 15, 1994,  incorporated
by reference to Exhibit 10.20 to the Form 10-Q filed by
Ross Stores for its quarter ended April 30, 1994.

10.17  Consulting  Agreement between Ross Stores and Stuart  G.
Moldaw, effective as of March 12, 1993, incorporated by
reference  to Exhibit 10.16 on the Form 10-Q  filed  by
Ross Stores for its quarter ended July 31, 1993.

11     Statement re: Computation of Per Share Earnings.

15     Letter re: Unaudited Interim Financial Information.

begin page 10

27     Financial Data Schedule (submitted for SEC use only)

(b)  Reports on Form 8-K

None.

begin page 11                                

SIGNATURES

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

ROSS STORES, INC
Registrant

Date:  September 12, 1994     /s/ JOHN M. VUKO
John M. Vuko, Senior Vice President, Controller
and Principal Accounting Officer

begin page 12

INDEX TO EXHIBITS

Exhibit
Number        Exhibit

3.1      Certificate  of Incorporation, as amended, incorporated
by   reference  to  Exhibit  3.1  to  the  Registration
Statement  on Form 8-B (the "Form 8-B") filed September
1,  1989  by  Ross Stores, Inc., a Delaware corporation
("Ross Stores").

3.2      Amended Bylaws, dated August 25, 1994.

10.1      Agreement of Lease, dated November 24, 1986,  for  Ross
Stores' corporate headquarters and distribution  center
in  Newark,  CA, incorporated by reference  to  Exhibit
10.5 on Form 8-B.

10.2      Amended  and Restated Credit Agreement, dated  November
23, 1992, among Ross Stores, Wells Fargo Bank, National
Association, Bank of America, N.T. & S.A.,  Nationsbank
of   Texas,  N.A.,  and  Banque  Nationale   de   Paris
("Banks");  and Wells Fargo Bank, National Association,
as  agent  for  Banks,  incorporated  by  reference  to
Exhibit 10.9 to the 1992 Form 10-K filed by Ross Stores
for its year ended January 30, 1993 ("1992 Form 10-K").

10.3      First   Amendment   to  Amended  and  Restated   Credit
Agreement, entered into as of February 5, 1993, by  and
among Ross Stores, Banks and Wells Fargo Bank, National
Association,  as  agent  for  Banks,  incorporated   by
reference to Exhibit 10.10 to the 1992 Form 10-K.

10.4      Revolving Credit Agreement, dated July 31, 1993,  among
Ross  Stores,  Banks  and Wells  Fargo  Bank,  National
Association,  as  agent  for  Banks,  incorporated   by
reference  to Exhibit 10.17 on the Form 10-Q  filed  by
Ross Stores for its quarter ended July 31, 1993.

10.5      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.

10.6      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.

Management  Contracts  and  Compensatory Plans (Exhibits  10.7  - 10.17)

10.7      Ross  Stores  1992 Stock Option Plan,  incorporated  by
reference  to Exhibit 19.1 on Form 10-Q filed  by  Ross
Stores for its quarter ended August 1, 1992.

10.8      Third  Amended and Restated Ross Stores Employee  Stock
Purchase  Plan,  incorporated by reference  to  Exhibit
19.2  on Form 10-Q filed by Ross Stores for its quarter
ended August 1, 1992.

10.9      Third  Amended and Restated Ross Stores 1988 Restricted
Stock  Plan, incorporated by reference to Exhibit  19.3
on Form 10-Q filed by Ross Stores for its quarter ended
August 1, 1992.

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").

begin page 13

Exhibit
Number        Exhibit

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     Employment Agreement between Ross Stores and Norman  A.
Ferber, effective as of June 8, 1994.

10.16     Employment Agreement between Ross Stores and Melvin  A.
Wilmore, effective as of March 15, 1994 incorporated by
reference  to Exhibit 10.20 on the Form 10-Q  filed  by
Ross Stores for its quarter ended April 30, 1994.

10.17     Consulting Agreement between Ross Stores and Stuart  G.
Moldaw, effective as of March 12, 1993, incorporated by
reference  to Exhibit 10.16 on the Form 10-Q  filed  by
Ross Stores for its quarter ended July 31, 1993.

11        Statement re:  Computation of Per Share Earnings.

15        Letter re: Unaudited Interim Financial Information.

27        Financial Data Schedule (submitted for SEC use only)

BYLAWS

OF

ROSS STORES, INC.
A Delaware Corporation

As amended through August 25, 1994

begin page i
INDEX

ARTICLE I

STOCKHOLDERS
Section                                                        Page

1.  Annual Meeting                                              1

2.  Special Meetings                                            1

3.  Notice of Meetings                                          1

4.  Quorum                                                      1

5.  Conduct of the Stockholders' Meeting                        1

6.  Conduct of Business                                         2

7.  Notice of Stockholder Business                              2

8.  Proxies and Voting                                          3

9.  Stock List                                                  4

ARTICLE II

BOARD OF DIRECTORS

1.  Number and Term of Office                                   5

2.  Vacancies and Newly Created Directorships                   5

3.   Removal                                                    5

4.  Regular Meetings                                            5

5.  Special Meetings                                            5

6.  Quorum                                                      5

7.  Participation in Meetings by Conference Telephone           6

8.  Conduct of Business                                         6

9.  Powers                                                      6

10.  Compensation of Directors                                   6

11.  Nomination of Director Candidates                           6

begin page ii
ARTICLE III

COMMITTEES

1.  Committees of the Board of Directors                        7

2.  Conduct of Business                                         8

ARTICLE IV

OFFICERS

1.  Generally                                                   8

2.  Chairman of the Board                                       8

3.  President                                                   8

4.  Vice President                                              8

5.  Chief Financial Officer                                     8

6.  Secretary                                                   9

7.  Delegation of Authority                                     9

8.  Removal                                                     9

9.  Compensation                                                9

10.  Subordinate Officers                                        9

11.  Action With Respect to Securities of Other Corporations     9

ARTICLE V

STOCK

1.  Certificates of Stock                                       9

2.  Transfers of Stock                                          9

3.  Record Date                                                 9

4.  Lost, Stolen or Destroyed Certificates                     10

5.  Regulations                                                10

begin page iii
ARTICLE VI

NOTICES

1.  Notices                                                   10

2.  Waivers                                                   10

ARTICLE VII

MISCELLANEOUS

1.  Facsimile Signatures                                      10

2.  Corporate Seal                                            10

3.  Reliance Upon Books, Reports and Records                  10

4.  Fiscal Year                                               10

5.  Time Periods                                              10

ARTICLE VIII

INDEMNIFICATION OF DIRECTORS AND OFFICERS

1.  Right to Indemnification                                  11

2.  Right of Claimant to Bring Suit                           12

3.  Non-Exclusivity of Rights                                 12

4.  Indemnification Contracts                                 12

5.  Insurance                                                 12

6.  Effect of Amendment                                       12

ARTICLE IX

AMENDMENTS

12

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ROSS STORES, INC.

A DELAWARE CORPORATION

BYLAWS

ARTICLE I

STOCKHOLDERS

Section  1.   Annual  Meeting.  An annual  meeting  of  the
stockholders,  for  the election of directors  to  succeed  those
whose terms expire and for the transaction of such other business
as  may  properly come before the meeting, shall be held at  such
place,  on  such date, and at such time as the Board of Directors
shall  each year fix, which date shall be within thirteen  months
subsequent to the later of the date of incorporation or the  last
annual meeting of stockholders.

Section  2.   Special Meetings.  Special  meetings  of  the
stockholders,  for  any  purpose or purposes  prescribed  in  the
notice  of  the meeting, may be called only (1) by the  Board  of
Directors pursuant to a resolution adopted by a majority  of  the
total  number of authorized directors (whether or not there exist
any  vacancies in previously authorized directorships at the time
any  such  resolution is presented to the Board for adoption)  or
(2)  by the holders of not less than ten percent (10%) of all  of
the  shares entitled to cast votes at the meeting, and  shall  be
held  at such place, on such date, and at such time as the  Board
of  Directors shall fix.  Business transacted at special meetings
shall  be  confined  to  the purpose or purposes  stated  in  the
notice.

Section  3.   Notice of Meetings.  Written  notice  of  the
place,  date, and time of all meetings of the stockholders  shall
be  given,  not less than ten (10) nor more than sixty (60)  days
before  the  date  on which the meeting is to be  held,  to  each
stockholder entitled to vote at such meeting, except as otherwise
provided   herein   or  required  by  law  (meaning,   here   and
hereinafter,  as  required from time  to  time  by  the  Delaware
General  Corporation Law or the Certificate of  Incorporation  of
the Corporation).

When a meeting is adjourned to another place, date or time,
written notice need not be given of the adjourned meeting if  the
place,  date  and time thereof are announced at  the  meeting  at
which  the adjournment is taken; provided, however, that  if  the
date of any adjourned meeting is more than thirty (30) days after
the  date for which the meeting was originally noticed, or  if  a
new  record  date  is  fixed for the adjourned  meeting,  written
notice  of  the  place, date, and time of the  adjourned  meeting
shall be given in conformity herewith.  At any adjourned meeting,
any  business may be transacted which might have been  transacted
at the original meeting.

Section 4.  Quorum.  At any meeting of the stockholders, the
holders  of a majority of all of the shares of the stock entitled
to  vote  at  the meeting, present in person or by  proxy,  shall
constitute  a  quorum for all purposes, unless or except  to  the
extent  that  the presence of a larger number may be required  by
law.

If  a quorum shall fail to attend any meeting, the chairman
of  the  meeting or the holders of a majority of  the  shares  of
stock  entitled to vote who are present, in person or  by  proxy,
may adjourn the meeting to another place, date, or time.

If a notice of any adjourned special meeting of stockholders
is  sent  to  all stockholders entitled to vote thereat,  stating
that  it  will be held with those present constituting a  quorum,
then  except as otherwise required by law, those present at  such
adjourned  meeting  shall constitute a quorum,  and  all  matters
shall  be  determined by a majority of the  votes  cast  at  such
meeting.

Section 5.  Conduct of the Stockholders' Meeting.  At every
meeting of the stockholders, the President of the Corporation,
or, in his absence, the Chairman of the Board, if there is a
person holding such position, or if not, the Vice President
designated by the President, or in the absence of such
designation any Vice President, or in the absence of the
President or any Vice President a chairman

begin page 2

chosen by the majority of the voting shares represented in person
or  by  proxy,  shall  act as Chairman.   The  Secretary  of  the
Corporation or a person designated by the Chairman shall  act  as
Secretary  of  the  meeting.  Unless otherwis6  approved  by  the
Chairman,  attendance at the Stockholders' Meeting is  restricted
to  stockholders of record, persons authorized in accordance with
Section  8 of these Bylaws to act by proxy, and officers  of  the
corporation.

Section  6.  Conduct of Business.  The Chairman shall  call
the  meeting  to  order, establish the agenda,  and  conduct  the
business  of  the  meeting in accordance  therewith  or,  at  the
Chairman's   discretion,  it  may  be  conducted   otherwise   in
accordance  with  the wishes of the stockholders  in  attendance.
The  date  and time of the opening and closing of the  polls  for
each  matter upon which the stockholders will vote at the meeting
shall be announced at the meeting.

The  Chairman shall also conduct the meeting in an  orderly
manner, rule on the precedence of, and procedure on, motions  and
other procedural matters, and exercise discretion with respect to
such  procedural matters with fairness and good faith toward  all
those  entitled to take part.  The Chairman may impose reasonable
limits  on  the  amount  of  time taken  up  at  the  meeting  on
discussion  in  general  or on remarks by  any  one  stockholder.
Should  any  person in attendance become unruly or  obstruct  the
meeting  proceedings, the Chairman shall have the power  to  have
such person removed from participation.  Notwithstanding anything
in  the Bylaws to the contrary, no business shall be conducted at
an  annual  meeting except in accordance with the procedures  set
forth in this Section 6 and Section 7, below.  The Chairman of an
annual meeting shall, if the facts warrant, determine and declare
to  the meeting that business was not properly brought before the
meeting  and in accordance with the provisions of this Section  6
and Section 7, and if he should so determine, he shall so declare
to  the meeting and any such business not properly brought before
the meeting shall not be transacted.

[First paragraph of Section 6 amended August 29, 1992 .
Prior version read as follows:

Section  6.   Conduct of Business.  The Chairman  shall
call  the  meeting to order, establish the agenda,  and
conduct  the  business  of the  meeting  in  accordance
therewith or, at the Chairman's discretion, it  may  be
conducted  otherwise in accordance with the  wishes  of
the stockholders in attendance.]

Section 7.  Notice of Stockholder Business.  At an annual or
special meeting of the stockholders, only such business shall  be
conducted as shall have been properly brought before the meeting.
To  be  properly  brought  before a  meeting,  business  must  be
(a)  specified  in  the  notice of  meeting  (or  any  supplement
thereto)  given by or at the direction of the Board of Directors,
(b) properly brought before the meeting by or at the direction of
the  Board  of  Directors, or (c) if an annual meeting,  properly
brought  before the meeting by a stockholder and (d) if a special
meeting,  if,  and  only  if, the notice  of  a  special  meeting
provides  for  business  to  be brought  before  the  meeting  by
stockholders  and  such business is properly brought  before  the
meeting by a stockholder.

For  business to be properly brought before a meeting by  a
stockholder,  the  stockholder  must  have  given  timely  notice
thereof  in writing to the Secretary of the Corporation.   To  be
timely,  a  stockholder  proposal to be presented  at  an  annual
meeting   shall  be  received  at  the  Corporation's   principal
executive  offices not less than 120 calendar days in advance  of
the   date   that   the   Corporation's  (or  the   Corporation's
predecessor's)  proxy statement was released to  stockholders  in
connection   with   the  previous  year's   annual   meeting   of
stockholders, except that if no annual meeting was  held  in  the
previous year or the date of the annual meeting has been  changed
by  more than 30 calendar days from the date contemplated at  the
time of the previous year's proxy statement, or in the event of a
special  meeting, notice by the stockholder to be timely must  be
received  not later than the close of business on the  tenth  day
following the day on which such notice of the date of the meeting
was mailed or such public disclosure was made.

A  stockholder's notice to the Secretary shall set  forth as
to each  matter  the  stockholder  proposes  to  bring  before the  
annual meeting (a) a brief description of the business desired  to
be brought before the annual meeting and the reasons for conducting
such business at the annual meeting, (b)  the name and address, as
they  appear   on the  Corporation's  books,  of  the  stockholder
proposing such business, (c) the class  and  number  of  shares of
the Corporation which are beneficially  owned  by the stockholder,
and

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(d)  any  material interest of the stockholder in such  business.
Stockholder resolutions shall be no more than five hundred  (500)
words in length.

No resolution shall be put before the stockholders:

(a)   which  is  not a proper subject  for  action  by
stockholders under Delaware law;

(b)   which  is  obstructive, frivolous,  dilatory  or
repugnant to good taste;

(c)  which contains any false or misleading statements;

(d)   which relates to the redress of a personal claim
or  grievance against the Corporation or any other person, or  if
it  is designated to result in a benefit or interest that is  not
shared by the stockholders at large;

(e)  which relates to operations which account for less
than five percent of the Corporation's total assets at the end of
its  most  recent fiscal year, and for less than five percent  of
its net earnings and gross sales for its most recent fiscal year,
and  is  not otherwise significantly related to the Corporation's
business;

(f) which deals with a matter beyond the Corporation's
power to effectuate;

(g)  which deals with a matter relating to conduct  of
the ordinary business operations of the Corporation;

(h)   which is counter to or substantially duplicative
of a proposal to be submitted by the Corporation at the meeting;

(i)  if the proposal deals with substantially the same
subject  matter as a prior proposal submitted to stockholders  in
the Corporation's proxy statement and a form of proxy related  to
any  annual  or special meeting of stockholders held  within  the
preceding five calendar years, it may be omitted from the  agenda
of  any meeting of stockholders held within three calendar  years
after the latest such submission, provided that:

(i)     if  the proposal was submitted at only  one
meeting during such preceding period, it received less than  five
percent of the total number of votes cast in regard thereto; or

(ii)     if  the proposal was submitted at only  two
meetings during such preceding period, it received at the time of
its second submission less than eight percent of the total number
of votes cast in regard thereto; or

(iii)    if the prior proposal was submitted at three
or more meetings during such preceding period, it received at the
time  of its latest submission less than ten percent of the total
number of votes cast in regard thereto.

Section  8.   Proxies and Voting.  At any  meeting  of  the
stockholders,  every stockholder entitled to  vote  may  vote  in
person or by proxy authorized by an instrument in writing or by a
transmission  permitted  by  law filed  in  accordance  with  the
procedure  established  for  the  meeting.   No  stockholder  may
authorize  more  than  one proxy for his  or  her  shares.   Each
stockholder shall have one vote for every share of stock entitled
to vote which is registered in his or her name on the record date
for  the meeting, except as otherwise provided herein or required
by  law.  Any copy, facsimile telecommunication or other reliable
reproduction of the writing or transmission created  pursuant  to
this paragraph may be substituted or used in lieu of the original
writing  or transmission for any and all purposes for  which  the
original  writing  or transmission could be used,  provided  that
such copy, facsimile transmission or other reproduction shall  be
a  complete  reproduction  of  the  entire  original  writing  or
transmission.

All  voting,  including on the election  of  directors  but
excepting  where otherwise required by law, may  be  by  a  voice
vote;  provided,  however,  that  upon  demand  therefor   by   a
stockholder entitled to vote

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or  his  or her proxy, a stock vote shall be taken.  Every  stock
vote  shall  be taken by ballots, each of which shall  state  the
name   of  the  stockholder  or  proxy  voting  and  such   other
information  as  may be required under the procedure  established
for the meeting.  Every vote taken by ballots shall be counted by
an  inspector  or  inspectors appointed by the  chairman  of  the
meeting.  The Corporation may, and to the extent required by law,
shall, in advance of any meeting of stockholders, appoint one  or
more  inspectors to act at the meeting and make a written  report
thereof.   The Corporation may designate one or more  persons  as
alternate inspectors to replace any inspector who fails  to  act.
If  no  inspector  or alternate is able to act at  a  meeting  of
stockholders, the person presiding at the meeting may, and to the
extent required by law, shall, appoint one or more inspectors  to
act  at  the meeting.  Each inspector, before entering  upon  the
discharge  of his duties, shall take and sign an oath  faithfully
to  execute the duties of inspector with strict impartiality  and
according to the best of his or her ability.

All  elections  shall be determined by a plurality  of  the
votes  cast,  and except as otherwise required by law  or  by  an
express  provision of these Bylaws, all other  matters  shall  be
determined  by  a  majority of the votes  cast  affirmatively  or
negatively;   PROVIDED, HOWEVER,  that  proposals  relating   to
employee or director compensation or compensation plans  may,  in
the  discretion of the Board of Directors, require  such  greater
affirmative vote as is specified in a resolution adopted  by  the
Board of Directors.

[Last  paragraph of Section 8 amended August 25,  1994.
Prior version read as follows:

All  elections  of directors shall be determined  by  a
plurality  of  the votes cast, and except as  otherwise
required  by law, all other matters shall be determined
by  a  majority  of  the  votes cast  affirmatively  or
negatively.]

[Section 8 amended August 29, 1992.  Prior version read
as follows:

Section 8.  Proxies and Voting.  At any meeting of  the
stockholders, every stockholder entitled  to  vote  may
vote  in person or by proxy authorized by an instrument
in  writing  filed  in accordance  with  the  procedure
established  for  the  meeting.   No  stockholder   may
authorize more than one proxy for his shares.

Each stockholder shall have one vote for every share of
stock  entitled to vote which is registered in  his  or
her name on the record date for the meeting, except  as
otherwise provided herein or required by law.

All  voting,  including the election of  directors  but
excepting where otherwise required by law, may be by  a
voice  vote; provided, however, that upon demand  by  a
stockholder  entitled to vote or his or  her  proxy,  a
stock  vote shall be taken.  Every stock vote shall  be
taken by ballots, each of which shall state the name of
the   stockholder  or  proxy  voting  and  such   other
information  as  may  be required under  the  procedure
established  for  the  meeting.  Every  vote  taken  by
ballots  shall be counted by an inspector or inspectors
appointed by the chairman of the meeting.

All elections shall be determined by a plurality of the
votes  cast, and except as otherwise required  by  law,
all other matters shall be determined by a majority  of
the votes cast.]

Section  9.   Stock List.  A complete list of  stockholders
entitled  to  vote  at any meeting of stockholders,  arranged  in
alphabetical  order  for  each class of  stock  and  showing  the
address  of  each  such  stockholder and  the  number  of  shares
registered  in his or her name, shall be open to the  examination
of  any such stockholder, for any purpose germane to the meeting,
during ordinary business hours for a period of at least ten  (10)
days  prior  to  the meeting, either at a place within  the  city
where  the  meeting is to be held, which place shall be specified
in  the  notice  of the meeting, or if not so specified,  at  the
place where the meeting is to be held.

begin page 5

The  stock  list  shall also be kept at the  place  of  the
meeting  during the whole time thereof and shall be open  to  the
examination  of any such stockholder who is present.   This  list
shall  presumptively determine the identity of  the  stockholders
entitled to vote at the meeting and the number of shares held  by
each of them.

ARTICLE II

BOARD OF DIRECTORS

Section  1.   Number  and Term of Office.   The  number  of
directors shall initially be nine and, thereafter, shall be fixed
from  time to time exclusively by the Board of Directors pursuant
to  a  resolution  adopted by a majority of the total  number  of
authorized directors (whether or not there exist any vacancies in
previously  authorized  directorships  at  the  time   any   such
resolution  is  presented  to  the  Board  for  adoption).    The
directors shall be divided into three classes, as nearly equal in
number  as  reasonably possible, with the term of office  of  the
first class to expire at the 1990 annual meeting of stockholders,
the  term  of  office of the second class to expire at  the  1991
annual  meeting  of stockholders and the term of  office  of  the
third class to expire at the 1992 annual meeting of stockholders.
At  each  annual meeting of stockholders following  such  initial
classification  and  election,  directors  shall  be  elected  to
succeed  those directors whose terms expire for a term of  office
to  expire at the third succeeding annual meeting of stockholders
after their election.  All directors shall hold office until  the
expiration  of  the  term  for  which  elected  and  until  their
successors  are  elected,  except  in  the  case  of  the  death,
resignation or removal of any director.

Section  2.   Vacancies  and Newly  Created  Directorships.
Subject  to the rights of the holders of any series of  Preferred
Stock  then  outstanding,  newly created directorships  resulting
from  any increase in the authorized number of directors  or  any
vacancies  in  the  Board  of  Directors  resulting  from  death,
resignation, retirement, removal from office, disqualification or
other  cause  may  be  filled only by  a  majority  vote  of  the
directors  then  in  office,  though  less  than  a  quorum,  and
directors so chosen shall hold office for a term expiring at  the
annual meeting of stockholders at which the term of office of the
class  to  which they have been elected expires.  No decrease  in
the number of directors constituting the Board of Directors shall
shorten the term of any incumbent director.

Section 3.  Removal.  Subject to the rights of the  holders
of any series of Preferred Stock then outstanding, any directors,
or  the entire Board of Directors, may be removed from office  at
any  time, with or without cause, by the affirmative vote of  the
holders of at least a majority of the voting power of all of  the
then-outstanding  shares  of capital  stock  of  the  Corporation
entitled  to vote generally in the election of directors,  voting
together as a single class.

Section 4.  Regular Meetings.  Regular meetings of the Board
of  Directors shall be held at such place or places, on such date
or  dates,  and  at  such  time  or  times  as  shall  have  been
established  by the Board of Directors and publicized  among  all
directors.   A  notice  of  each regular  meeting  shall  not  be
required.

Section 5.  Special Meetings.  Special meetings of the Board
of  Directors may be called by one-third of the directors then in
office  (rounded up to the nearest whole number) or by the  chief
executive officer and shall be held at such place, on such  date,
and  at such time as they or he or she shall fix.  Notice of  the
place, date, and time of each such special meeting shall be given
each  director by whom it is not waived by mailing written notice
not  fewer  than five (5) days before the meeting or by telexing,
telecopying  or  personally delivering the same  not  fewer  than
twenty-four  (24)  hours  before the meeting.   Unless  otherwise
indicated  in  the notice thereof, any and all  business  may  be
transacted at a special meeting.

Section  6.   Quorum.   At  any meeting  of  the  Board  of
Directors, a majority of the total number of authorized directors
shall  constitute a quorum for all purposes.  If a  quorum  shall
fail  to  attend  any meeting, a majority of  those  present  may
adjourn  the  meeting to another place, date,  or  time,  without
further notice or waiver thereof.

begin page 6

Section   7.   Participation  in  Meetings  by  Conference
Telephone.   Members  of  the  Board  of  Directors,  or  of  any
committee thereof, may participate in a meeting of such Board  or
committee   by   means   of  conference  telephone   or   similar
communications   equipment  by  means  of   which   all   persons
participating  in  the  meeting can  hear  each  other  and  such
participation  shall  constitute  presence  in  person  at   such
meeting.

Section  8.   Conduct of Business.  At any meeting  of  the
Board  of  Directors, business shall be transacted in such  order
and  manner as the Board may from time to time determine, and all
matters  shall  be determined by the vote of a  majority  of  the
directors  present,  except  as  otherwise  provided  herein   or
required  by law.  Action may be taken by the Board of  Directors
without  a  meeting  if all members thereof  consent  thereto  in
writing,  and the writing or writings are filed with the  minutes
of proceedings of the Board of Directors.

Section 9.  Powers.  The Board of Directors may, except  as
otherwise  required by law, exercise all such powers and  do  all
such  acts  and  things  as  may be  exercised  or  done  by  the
Corporation,  including, without limiting the generality  of  the
foregoing, the unqualified power:

(1)   To  declare  dividends  from  time  to  time  in
accordance with law;

(2)   To  purchase or otherwise acquire any  property,
rights or privileges on such terms as it shall determine;

(3) To authorize the creation, making and issuance, in
such  form as it may determine, of written obligations  of  every
kind, negotiable or non-negotiable, secured or unsecured, and  to
do all things necessary in connection therewith;

(4)  To remove any officer of the Corporation with  or
without  cause, and from time to time to devolve the  powers  and
duties of any officer upon any other person for the time being;

(5)  To confer upon any officer of the Corporation the
power  to  appoint,  remove  and  suspend  subordinate  officers,
employees and agents;

(6)   To  adopt from time to time such stock,  option,
stock  purchase, bonus or other compensation plans for directors,
officers,  employees  and  agents  of  the  Corporation  and  its
subsidiaries as it may determine;

(7)   To  adopt  from  time to  time  such  insurance,
retirement,  and  other  benefit plans for  directors,  officers,
employees  and agents of the Corporation and its subsidiaries  as
it may determine; and

(8)   To  adopt  from  time to time  regulations,  not
inconsistent  with  these  Bylaws,  for  the  management  of  the
Corporation's business and affairs.

Section 10.  Compensation of Directors.  Directors, as such,
may  receive,  pursuant to resolution of the Board of  Directors,
fixed   fees  and  other  compensation  for  their  services   as
directors,  including,  without  limitation,  their  services  as
members of committees of the Board of Directors.

Section 11.  Nomination of Director Candidates.  Subject to
the  rights of holders of any class or series of stock  having  a
preference  over  the  Common  Stock  as  to  dividends  or  upon
liquidation,  nominations for the election of  Directors  may  be
made  by the Board of Directors or a committee appointed for that
purpose  by the Board of Directors or by any stockholder entitled
to  vote  in  the election of Directors generally.  However,  any
stockholder  entitled  to  vote  in  the  election  of  Directors
generally  may  nominate  one or more  persons  for  election  as
Directors   at   a  meeting  only  if  timely  notice   of   such
stockholder's  intent to make such nomination or nominations  has
been given in writing to the Secretary of the Corporation.

To be timely, a stockholder nomination for a director to be
elected   at  an  annual  meeting  shall  be  received   at   the
Corporation's  principal  executive offices  not  less  than  120
calendar days in advance of

begin page 7

the   date   that   the   Corporation's  (or  the   Corporation's
predecessor's)  proxy statement was released to  stockholders  in
connection   with   the  previous  year's   annual   meeting   of
stockholders, except that if no annual meeting was  held  in  the
previous year or the date of the annual meeting has been  changed
by  more than 30 calendar days from the date contemplated at  the
time of the previous year's proxy statement, or in the event of a
nomination  for  a  director to be elected at a special  meeting,
notice by the stockholder to be timely must be received not later
than the close of business on the tenth day following the day  on
which  such notice of the date of the special meeting was  mailed
or such public disclosure was made.

Each such notice shall set forth:  (a) the name and address
of  the stockholder who intends to make the nomination and of the
person or persons to be nominated; (b) a representation that  the
stockholder  is  a holder of record of stock of  the  Corporation
entitled  to  vote for the election of Directors on the  date  of
such  notice and intends to appear in person or by proxy  at  the
meeting  to  nominate  the  person or persons  specified  in  the
notice;  (c)  a description of all arrangements or understandings
between the stockholder and each nominee and any other person  or
persons  (naming such person or persons) pursuant  to  which  the
nomination  or  nominations are to be made  by  the  stockholder;
(d)  such  other information regarding each nominee  proposed  by
such  stockholder as would be required to be included in a  proxy
statement filed pursuant to the proxy rules of the Securities and
Exchange  Commission, had the nominee been nominated, or intended
to  be  nominated, by the Board of Directors; and (e) the consent
of  each nominee to serve as a director of the Corporation if  so
elected.

In  the  event  that a person is validly  designated  as  a
nominee  in  accordance with this Section 11 and shall thereafter
become unable or unwilling to stand for election to the Board  of
Directors, the Board of Directors or the stockholder who proposed
such  nominee,  as  the case may be, may designate  a  substitute
nominee upon delivery, not fewer than five days prior to the date
of  the  meeting for the election of such nominee, of  a  written
notice  to the Secretary setting forth such information regarding
such  substitute  nominee  as would  have  been  required  to  be
delivered to the Secretary pursuant to this Section 11  had  such
substitute  nominee been initially proposed as a  nominee.   Such
notice  shall include a signed consent to serve as a Director  of
the Corporation, if elected, of each such substitute nominee.

If the Chairman of a meeting where stockholders are to vote
for the election of Directors determines that a nomination of any
candidate for election as a Director at such meeting was not made
in  accordance with the applicable provisions of this Section 11,
such nomination shall be void; provided, however, that nothing in
this  Section 11 shall be deemed to limit any voting rights  upon
the  occurrence  of dividend arrearages provided  to  holders  of
Preferred  Stock pursuant to the Preferred Stock designation  for
any series of Preferred Stock.

ARTICLE III

COMMITTEES

Section 1.  Committees of the Board of Directors.  The Board
of  Directors, pursuant to a resolution adopted by a majority  of
the  total  number of authorized directors (whether or not  there
exist any vacancies in previously authorized directorships at the
time any such resolution is presented to the Board for adoption),
may  from  time to time designate committees of the  Board,  with
such  lawfully delegable powers and duties as it thereby confers,
to  serve  at  the  pleasure of the Board and  shall,  for  those
committees  and any others provided for herein, elect a  director
or  directors to serve as the member or members, designating,  if
it  desires, other directors as alternate members who may replace
any   absent  or  disqualified  member  at  any  meeting  of  the
committee.   Any committee so designated may exercise  the  power
and authority of the Board of Directors to declare a dividend, to
authorize  the  issuance of stock or to adopt  a  certificate  of
ownership  and  merger pursuant to Section 253  of  the  Delaware
General  Corporation Law if the resolution which  designates  the
committee  or a supplemental resolution of the Board of Directors
shall  so  provide.   In the absence or disqualification  of  any
member  of  any committee and any alternate member in his  place,
the member or members of the committee present at the meeting and
not  disqualified from voting, whether or not he or she  or  they
constitute a quorum, may by unanimous vote appoint another member
of  the Board of Directors to act at the meeting in the place  of
the absent or disqualified member.

begin page 8

Section  2.   Conduct  of  Business.   Each  committee  may
determine  the  procedural rules for meeting and  conducting  its
business  and  shall  act  in  accordance  therewith,  except  as
otherwise provided herein or required by law.  Adequate provision
shall be made for notice to members of all meetings; one-third of
the  authorized  members shall constitute  a  quorum  unless  the
committee shall consist of one or two members, in which event one
member  shall  constitute  a quorum; and  all  matters  shall  be
determined by a majority vote of the members present.  Action may
be  taken  by  any  committee without a meeting  if  all  members
thereof  consent thereto in writing, and the writing or  writings
are filed with the minutes of the proceedings of such committee.

ARTICLE IV

OFFICERS

Section  1.   Generally.  The officers of  the  Corporation
shall  consist  of  a President, one or more Vice  Presidents,  a
Secretary, and a Chief Financial Officer and/or a Treasurer.   At
the  discretion of the Board of Directors, the Corporation  shall
have  a  Chairman of the Board, one or more Assistant Treasurers,
and  one or more Assistant Secretaries.  The Corporation may also
have  such other officers as the Board of Directors may  appoint,
and  such  other  officers  as  the  President  may  appoint   in
accordance with the provisions of Section 10 of this Article  IV.
The Board of Directors shall consider the election of officers at
its  first  meeting after every annual meeting  of  stockholders.
Each  officer  shall hold office until his or  her  successor  is
elected and qualified or until his or her earlier resignation  or
removal.  Any number of offices may be held by the same person.

Section  2.   Chairman of the Board.  The Chairman  of  the
Board,  if  there  is a person holding that position,  shall,  if
present,  preside at all meetings of the Board of Directors,  and
exercise and perform such other powers and duties as may be  from
time to time assigned to him or her by the Board of Directors  or
prescribed by these Bylaws.

Section 3.  President.  Subject to such supervisory powers,
if any, as may be given by the Board of Directors to the Chairman
of  the  Board,  if there is a person holding that position,  the
president shall be the chief executive officer of the corporation
and shall, subject to the control of the Board of Directors, have
general  supervision, direction, and control of the business  and
the  officers  of  the  corporation.  He  shall  preside  at  all
meetings  of the stockholders and, in the absence of the Chairman
of  the Board, or if there be none, at all meetings of the  Board
of Directors.  He or she shall have the general powers and duties
of  management  usually vested in the office of  president  of  a
corporation, and shall have such other powers and duties  as  may
be prescribed by the Board of Directors or these Bylaws.

Section 4.  Vice Presidents.  Each Vice President shall have
such  powers and duties as may be delegated to him or her by  the
Board  of  Directors.  One Vice President shall be designated  by
the  Board to perform the duties and exercise the powers  of  the
President in the event of the President's absence or disability.

Section  5.  Chief Financial Officer.  The Chief  Financial
Officer  shall  keep  and  maintain  or  cause  to  be  kept  and
maintained, adequate and correct books and records of account  of
the  properties  and  business transactions of  the  corporation,
including   accounts   of  its  assets,  liabilities,   receipts,
disbursements,  gains,  losses, capital, retained  earnings,  and
shares.   The books of account shall at all reasonable  times  be
open to inspection by any director.

The  Chief  Financial Officer shall deposit all monies  and
other  valuables in the name and to the credit of the corporation
with  such  depositories as may be designated  by  the  Board  of
Directors.  He shall disburse all funds of the corporation as may
be  ordered  by  the  Board of Directors,  shall  render  to  the
President and Directors, whenever they request it, an account  of
all  of  his transactions as Chief Financial Officer and  of  the
financial condition of the Corporation, and shall have such other
powers and perform such other duties as may be prescribed by  the
Board of Directors or by these Bylaws.

begin page 9

Section 6.  Secretary.  The Secretary shall keep, or  cause
to  be kept, a book of minutes in written form of the proceedings
of   the  Board  of  Directors,  committees  of  the  Board,  and
stockholders.  Such minutes shall include all waivers of  notice,
consents to the holding of meetings, or approvals of the  minutes
of  meetings  executed pursuant to these Bylaws  or  the  General
Delaware Corporation Law.  The Secretary shall keep, or cause  to
be kept at the principal executive office or at the office of the
corporation's  transfer  agent or  registrar,  a  record  of  its
stockholders, giving the names and addresses of all  stockholders
and the number and class of shares held by each.

The Secretary shall give or cause to be given, notice of all
meetings  of  the  stockholders and of  the  Board  of  Directors
required  by these Bylaws or by law to be given, and  shall  keep
the  seal of the corporation, if one be adopted, in safe custody,
and shall have such other powers and perform such other duties as
may be prescribed by the Board of Directors or these Bylaws.

Section 7.  Delegation of Authority.  The Board of Directors
may  from  time  to  time delegate the powers or  duties  of  any
officer  to  any  other officers or agents,  notwithstanding  any
provision hereof.

Section 8.  Removal.  Any officer of the Corporation may be
removed  at  any  time, with or without cause, by  the  Board  of
Directors.

Section 9.  Compensation.  The compensation of the officers
shall  be fixed from time to time by the Board of Directors,  and
no officer shall be prevented from receiving such compensation by
reason of the fact that he is also a director of the Corporation.

Section  10.   Subordinate  Officers.   The  President  may
appoint  such vice presidents and other subordinate  officers  as
the  business of the Corporation may require, each of whom  shall
have  such  duties  and  such tenure as  the  President  decides.
Officers  appointed by the President under this Section 10  shall
not be considered corporate level or executive officers.

Section  11.   Action With Respect to Securities  of  Other
Corporations.   Unless  otherwise  directed  by  the   Board   of
Directors,  the  President  or any  officer  of  the  Corporation
authorized  by  the  President  shall  have  power  to  vote  and
otherwise  act  on behalf of the Corporation,  in  person  or  by
proxy,  at any meeting of stockholders of or with respect to  any
action  of  stockholders of any other corporation in  which  this
Corporation may hold securities and otherwise to exercise any and
all  rights  and  powers which this Corporation  may  possess  by
reason of its ownership of securities in such other corporation.

ARTICLE V

STOCK

Section 1.  Certificates of Stock.  Each stockholder  shall
be  entitled  to a certificate signed by, or in the name  of  the
Corporation  by, the President or a Vice President,  and  by  the
Secretary  or  an  Assistant Secretary, or the  Treasurer  or  an
Assistant Treasurer, certifying the number of shares owned by him
or  her.  Any of or all the signatures on the certificate may  be
facsimile.

Section 2.  Transfers of Stock.  Transfers of stock shall be
made  only upon the transfer books of the Corporation kept at  an
office  of  the  Corporation or by transfer agents designated  to
transfer shares of the stock of the Corporation.  Except where  a
certificate is issued in accordance with Section 4 of  Article  V
of  these  Bylaws, an outstanding certificate for the  number  of
shares  involved shall be surrendered for cancellation  before  a
new certificate is issued therefor.

Section 3.  Record Date.  The Board of Directors may fix  a
record  date, which shall not be more than sixty nor  fewer  than
ten days before the date of any meeting of stockholders, nor more
than   sixty  days  prior  to  the  time  for  the  other  action
hereinafter described, as of which there shall be determined  the
stockholders who are entitled:  to notice of or to  vote  at  any
meeting  of  stockholders or any adjournment thereof; to  express
consent  to  corporate action in writing without  a  meeting;  to
receive  payment  of  any  dividend  or  other  distribution   or
allotment  of any rights; or to exercise any rights with  respect
to any change, conversion or exchange of stock or with respect to
any other lawful action.

begin page 10

Section 4.  Lost, Stolen or Destroyed Certificates.  In the
event  of  the  loss, theft or destruction of any certificate  of
stock,  another  may  be  issued in its place  pursuant  to  such
regulations  as  the Board of Directors may establish  concerning
proof  of  such  loss, theft or destruction  and  concerning  the
giving of a satisfactory bond or bonds of indemnity.

Section  5.  Regulations.  The issue, transfer,  conversion
and  registration of certificates of stock shall be  governed  by
such other regulations as the Board of Directors may establish.

ARTICLE VI

NOTICES

Section  1.   Notices.   Except as  otherwise  specifically
provided  herein or required by law, all notices required  to  be
given  to  any stockholder, director, officer, employee or  agent
shall  be  in  writing and may in every instance  be  effectively
given  by  hand delivery to the recipient thereof, by  depositing
such notice in the mails, postage paid, or by sending such notice
by  prepaid  telegram  or mailgram.  Any  such  notice  shall  be
addressed  to  such stockholder, director, officer,  employee  or
agent at his or her last known address as the same appears on the
books  of  the Corporation.  The time when such notice  shall  be
deemed  to be given shall be the time such notice is received  by
such stockholder, director, officer, employee or agent, or by any
person  accepting such notice on behalf of such person,  if  hand
delivered,  or dispatched, if delivered through the mails  or  by
telegram or mailgram.

Section 2.  Waivers.  A written waiver of any notice, signed
by  a  stockholder, director, officer, employee or agent, whether
before or after the time of the event for which notice is  to  be
given,  shall be deemed equivalent to the notice required  to  be
given  to such stockholder, director, officer, employee or agent.
Neither  the  business nor the purpose of  any  meeting  need  be
specified in such a waiver.

ARTICLE VII

MISCELLANEOUS

Section  1.   Facsimile Signatures.   In  addition  to  the
provisions for use of facsimile signatures elsewhere specifically
authorized  in these Bylaws, facsimile signatures of any  officer
or  officers  of  the  Corporation may be used  whenever  and  as
authorized by the Board of Directors or a committee thereof.

Section  2.   Corporate Seal.  The Board of  Directors  may
provide  a suitable seal, containing the name of the Corporation,
which seal shall be in the charge of the Secretary.  If and  when
so  directed  by  the Board of Directors or a committee  thereof,
duplicates  of the seal may be kept and used by the Treasurer  or
by an Assistant Secretary or Assistant Treasurer.

Section 3.  Reliance Upon Books, Reports and Records.  Each
director, each member of any committee designated by the Board of
Directors,  and  each officer of the Corporation  shall,  in  the
performance of his duties, be fully protected in relying in  good
faith  upon  the  books  of  account  or  other  records  of  the
Corporation, including reports made to the Corporation by any  of
its  officers, by an independent certified public accountant,  or
by an appraiser selected with reasonable care.

Section 4.  Fiscal Year.  The fiscal year of the Corporation
shall be as fixed by the Board of Directors.

Section  5.   Time Periods.  In applying any  provision  of
these  Bylaws  which require that an act be done or  not  done  a
specified number of days prior to an event or that an act be done
during  a period of a specified number of days prior to an event,
calendar  days  shall be used, the day of the doing  of  the  act
shall be excluded, and the day of the event shall be included.

begin page 11

ARTICLE VIII

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 1.  Right to Indemnification.  Each person who  was
or  is made a party or is threatened to be made a party to or  is
involved  in  any  action,  suit or  proceeding,  whether  civil,
criminal,  administrative  or  investigative  ("proceeding"),  by
reason  of the fact that he or she or a person of whom he or  she
is  the  legal representative, is or was a director,  officer  or
employee  of the Corporation or is or was serving at the  request
of  the Corporation as a director, officer or employee of another
corporation, or of a partnership, joint venture, trust  or  other
enterprise,  including service with respect to  employee  benefit
plans, whether the basis of such proceeding is alleged action  in
an official capacity as a director, officer or employee or in any
other  capacity while serving as a director, officer or employee,
shall be indemnified and held harmless by the Corporation to  the
fullest  extent authorized by Delaware Law against all  expenses,
liability and loss (including attorneys' fees, judgments,  fines,
ERISA  excise taxes or penalties, amounts paid or to be  paid  in
settlement   and  amounts  expended  in  seeking  indemnification
granted to such person under applicable law, these Bylaws or  any
agreement  with the Corporation) reasonably incurred or  suffered
by  such  person in connection therewith and such indemnification
shall  continue as to a person who has ceased to be  a  director,
officer or employee and shall inure to the benefit of his or  her
heirs,  executors  and administrators; PROVIDED, HOWEVER,  that,
except  as  provided  in  Section 2 of  this  Article  VIII,  the
Corporation shall indemnify any such person seeking indemnity  in
connection  with an action, suit or proceeding (or part  thereof)
initiated  by such person only if such action, suit or proceeding
(or part thereof) was authorized by the board of directors of the
Corporation.   Such  right shall be a contract  right  and  shall
include the right to be paid by the Corporation expenses incurred
in  defending  any  such  proceeding  in  advance  of  its  final
disposition;  PROVIDED, HOWEVER, that, if  the  Delaware  General
Corporation  Law then so requires, the payment of  such  expenses
incurred  by a director or officer of the Corporation in  his  or
her  capacity  as  a director or officer (and not  in  any  other
capacity in which service was or is rendered by such person while
a  director or officer, including, without limitation, service to
an  employee benefit plan) in advance of the final disposition of
such  proceeding,  shall  be  made  only  upon  delivery  to  the
Corporation  of an undertaking, by or on behalf of such  director
or  officer,  to repay all amounts so advanced if  it  should  be
determined  ultimately  that  such director  or  officer  is  not
entitled to be indemnified under this Section or otherwise.

Section  2.  Right of Claimant to Bring Suit.  If  a  claim
under  Section 1 of this Article VIII is not paid in full by  the
Corporation  within twenty (20) days after a  written  claim  has
been  received by the Corporation, the claimant may at  any  time
thereafter  bring  suit against the Corporation  to  recover  the
unpaid amount of the claim and, if such suit is not frivolous  or
brought  in bad faith, the claimant shall be entitled to be  paid
also  the  expense  of prosecuting such claim.   It  shall  be  a
defense  to  any  such action (other than an  action  brought  to
enforce a claim for expenses incurred in defending any proceeding
in   advance   of  its  final  disposition  where  the   required
undertaking, if any, has been tendered to this Corporation)  that
the  claimant has not met the standards of conduct which make  it
permissible  under the Delaware General Corporation Law  for  the
Corporation to indemnify the claimant for the amount claimed, but
the  burden  of proving such defense shall be on the Corporation.
Neither  the failure of the Corporation (including its  Board  of
Directors,  independent legal counsel, or  its  stockholders)  to
have  made  a  determination prior to the  commencement  of  such
action  that  indemnification of the claimant is  proper  in  the
circumstances  because he or she has met the applicable  standard
of conduct set forth in the Delaware General Corporation Law, nor
an  actual determination by the Corporation (including its  Board
of  Directors,  independent legal counsel, or  its  stockholders)
that  the  claimant  has  not  met such  applicable  standard  of
conduct, shall be a defense to the action or create a presumption
that claimant has not met the applicable standard of conduct.

Section 3.  Non-Exclusivity of Rights.  The rights conferred
on  any person in Sections 1 and 2 shall not be exclusive of  any
other  right  which  such persons may have or  hereafter  acquire
under any statute, provision of the Certificate of Incorporation,
Bylaws,   agreement,  vote  of  stockholders   or   disinterested
directors or otherwise.

Section  4.   Indemnification  Contracts.   The  Board  of
Directors  is  authorized  to enter  into  a  contract  with  any
director, officer, employee or agent of the Corporation,  or  any
person  serving at the request of the Corporation as a  director,
officer, employee or agent of another corporation, partnership,

begin page 12

joint  venture,  trust  or other enterprise,  including  employee
benefit plans, providing for indemnification rights equivalent to
or,  if the Board of Directors so determines, greater than, those
provided for in this Article VIII.

Section  5.   Insurance.   The Corporation  shall  maintain
insurance to the extent reasonably available, at its expense,  to
protect itself and any such director, officer, employee or  agent
of  the  Corporation  or another corporation, partnership,  joint
venture,  trust  or  other enterprise against any  such  expense,
liability or loss, whether or not the Corporation would have  the
power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law.

Section 6.  Effect of Amendment.  Any amendment, repeal  or
modification  of  any  provision of  this  Article  VIII  by  the
stockholders  and  the  directors of the  Corporation  shall  not
adversely affect any right or protection of a director or officer
of the Corporation existing at the time of such amendment, repeal
or modification.

ARTICLE IX

AMENDMENTS

The  Board  of Directors is expressly empowered  to  adopt,
amend  or  repeal  Bylaws  of  the  Corporation.   Any  adoption,
amendment or repeal of Bylaws of the Corporation by the Board  of
Directors  shall require the approval of a majority of the  total
number  of  authorized directors (whether or not there exist  any
vacancies in previously authorized directorships at the time  any
resolution  providing  for  adoption,  amendment  or  repeal   is
presented to the Board).  The stockholders shall also have  power
to  adopt,  amend  or repeal the Bylaws of the  Corporation.   In
addition  to  any vote of the holders of any class or  series  of
stock of this Corporation required by law or by these Bylaws, the
affirmative vote of the holders of at least 66 2/3 percent of the
combined voting power of the outstanding shares of stock  of  all
classes  and series of stock of the Corporation entitled to  vote
generally  in  the election of directors, voting  together  as  a
single  class,  shall be required to adopt, amend or  repeal  any
provisions of the Bylaws of the Corporation.
Error! Reference source not found.

begin page 13

CERTIFICATE OF SECRETARY

I hereby certify:

That I am the duly elected and acting Corporate Secretary of
Ross Stores, Inc., a Delaware Corporation; and

That  attached hereto is a true and complete  copy  of  the
Bylaws  of  said corporation, comprising 12 pages, as amended  by
the  Board  of Directors of the corporation on August  25,  1994;
such  Bylaws  have not been modified or rescinded and  remain  in
full force and effect.

IN  WITNESS  WHEREOF, I hereunder subscribed  my  name  and
affixed  the  seal of said corporation this 25th day  of  August,
1994.

/s/Earl T. Benson
Earl T. Benson
Corporate Secretary

FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT

This  FIRST AMENDMENT (the "First Amendment") is entered into  as  of
June  28, 1994 to be effective on July 31, 1994, and is the first amendment
to  the  Revolving  Credit  Agreement  dates  as  of  July  31,  1993  (the
"Agreement")  by  and  among ROSS STORES, INC. ("Borrower"),  each  of  the
financial  institutions listed in Schedule I to the Agreement,  as  amended
from  time to time, (such financial institutions being referred to  in  the
Agreement  and  in  this First Amendment collectively as  the  "Banks"  and
individually  as  a  "Bank"),  and WELLS FARGO BANK,  NATIONAL  ASSOCIATION
("Wells Fargo"), as agent for the Banks (in such capacity, "Agent").

RECITALS

WHEREAS  Borrower has requested that (i) the Maturity Date under  the
Agreement  be  extended one year to July 31, 1997,  (ii)  the  cap  on  the
undrawn amount and the drawn and unreimbursed amount of all standby Letters
of  Credit  allowable  at  any one time be increased  from  $12,000,000  to
$14,000,000; (iii) the interest rate spread on LIBO Rate Advances  and  the
commitment fee on the Revolving Credit be reduced based upon the  ratio  of
Borrower's  Debt to EBITDA; and (iv) the cap on the Borrower's expenditures
allowed  for  the purchase of fixed assets (net of construction allowances)
be increased above $50,000,000 in certain of Borrower's Fiscal Years; and

WHEREAS  Banks agree to these requests if Borrower agrees by entering
into  this  First  Amendment  to  (i) delete  CD  Rate  Advances  from  the
Agreement,  (ii) change the Tangible Net Worth Covenant to include  in  the
amount  calculations a percentage of quarterly net income  (unadjusted  for
quarterly  losses), and (iii) extend the Leverage Ratio  covenant  and  the
pretax  earnings  covenant  through  the  end  of  the  Second  Quarter  in
Borrower's Fiscal Year 1997;

NOW,   THEREFORE,  for  valuable  consideration,  the  receipt   and
sufficiency  of  which are hereby acknowledged, the parties  hereto  hereby
agree as follows:

1.    DEFINITIONS  Terms defined in the Agreement and used,  but  not
defined,  in  this  First Amendment are used in this First  Amendment  with
their  meanings  as  defined in the Agreement  as  amended  by  this  First
Amendment.

2.    EFFECTIVE  DATE   Borrower  and Banks  agree  that  this  First
Amendment will be effective on and after July 31, 1994.

3.    EXTENSION OF MATURITY DATE.  Borrower and Banks agree that  the
Maturity  Date shall be extended one year to July 31, 1997.  To  that  end,
the definition of "Maturity Date" in Section 1.1 of the Agreement is hereby
amended to read in its entirety as follows:

begin page2

"Maturity  Date"  shall mean (a) July 31, 1997,  or  (b)  if  Borrower
requests  and all the Banks agree in writing before June 30,  1995  to
extend the Maturity Date one more year, July 31, 1998."

4.   INCREASE IN STANDBY LETTER OF CREDIT AMOUNT.  Borrower and Banks
agree  that  the cap on the undrawn amount, and the drawn and  unreimbursed
amount,  of  all standby Letters of Credit allowable at any one time  under
the Letter of Credit subfeature of the Syndicate Facility will be increased
from  $12,000,000  to  $14,000,000.  To that end, the  second  sentence  of
subsection (a) of Section 2.4 of the Agreement is hereby amended to read in
its entirety as follows:

"Commercial  Letters  of Credit will be issued to  finance  Borrower's
inventory  purchases and standby Letters of Credit will be  issued  in
support  of  Borrower's workers' compensation insurance  requirements,
sale/leaseback  arrangements, lease guarantees  which  are  consistent
with  the terms of this Agreement, or such other purposes as shall  be
deemed  satisfactory  to all the Banks in their discretion;  provided,
however,  that  the  undrawn amount, and the  drawn  and  unreimbursed
amount,  of  all  standby Letters of Credit shall not  exceed  in  the
aggregate  at  any  one  time the amount of FOURTEEN  MILLION  DOLLARS
($14,000,000.00) (the "Standby Letter of Credit Commitment")."

5.    LIBO RATE INTEREST SPREAD AND COMMITMENT FEE RATE. Borrower and
Banks  agree that the spread above the LIBO Rate to be paid by Borrower  on
LIBO  Rate  Advances made after the effective date of this First  Amendment
will  be  changed from a fixed 1% per annum, and that the Revolving  Credit
Commitment Fee will be changed from a fixed 3/16ths of 1% per annum, to new
percentages based upon the ratio of Borrower's Debt to EBITDA.  The figures
for  Debt  and EBITDA used to compute the new spread and the new Commitment
Fee  Rate  will be the Debt and EBITDA amounts set forth in the  Compliance
Certificates  delivered  by Borrower to all the  Banks  after  each  Fiscal
Quarter of Borrower pursuant to a new Section 5.3(c) of the Agreement.  The
ratio  of Borrower's Debt to EBITDA will be determined on the last  day  of
each  Fiscal Quarter of Borrower using the amount of Debt existing on  each
such  last day and the aggregate EBITDA for all the consecutive four Fiscal
Quarters  of Borrower ending on such last day.  If this ratio is less  than
.75 the spread above the LIBO Rate will be .375% and the new Commitment Fee
Rate  will be .15%. If this ratio is from .75 to 1.50 the spread above  the
LIBO  Rate will be .50% and the Commitment Fee Rate will be .175%.  If this
ratio is more than 1.50 the spread above the LIBO Rate will be .75% and the
Commitment  Fee Rate will be .20%.  Since the first Compliance  Certificate
to be delivered under the Agreement as amended by this First Amendment will
be delivered to the Banks in August 1994, the spread above the LIBO Rate to
apply  to  the  entire term of each LIBO Advance made during the  month  of
August  1994  will be .50% per annum and the Commitment Fee  Rate  for  the
month  of August 1994 will be .175% per annum.  Thereafter, each new spread
above  the  LIBO Rate and each new Commitment Fee Rate will take effect  on
the  first day of the calendar month following the calendar month in  which
each Compliance Certificate is delivered to the Banks.  To these ends,  new
definitions for "Applicable Margin", "Capitalized Lease

begin page 3

Obligations",  "Commitment  Fee  Rate", "Compliance  Certificate",  "Debt",
"EBITDA",  "Net  Income", "Net Interest Expense", "Interest  Expense",  and
"Interest  Income"  worded as follows are added in the proper  alphabetical
order  to Section 1.1 of the Agreement; subsections (a) and (c) of  Section
2.7  of  the Agreement are amended to read in their entirety as follows;  a
new  subsection  (c)  worded as follows is added  to  Section  5.3  of  the
Agreement;  and  present subsections (c), (d) and (e) of  Section  5.3  are
relettered (d), (e) and (f):

"Applicable  Margin"  shall  mean, with  respect  to  each  LIBO  Rate
Advance,  .50%  per  annum  during  August  1994,  and  at  all  times
thereafter the applicable percentage rate per annum set forth below in
the column entitled "APPLICABLE MARGIN FOR LIBO RATE ADVANCES."

RATIO OF                              APPLICABLE
FUNDED DEBT                            MARGIN FOR
TO EBITDA                        LIBO RATE ADVANCES

Less than .75                                .375%
.75 to 1.50                                 .50%
More than 1.50                               .75%

The  ratio  of  Debt  to EBITDA used to compute the Applicable  Margin
shall  be  the  Debt  to  EBITDA Ratio set  forth  in  the  Compliance
Certificate  most  recently delivered by Borrower  to  all  the  Banks
pursuant  to  Section  5.3(c)  of  this  Agreement.   Changes  in  the
Applicable Margin resulting from a change in the Debt to EBITDA  Ratio
shall  become  effective on the first day of the calendar  month  next
following  the calendar month in which each new Compliance Certificate
is  delivered  to  the  Banks  pursuant  to  Section  5.3(c)  of  this
Agreement. If Borrower fails to deliver any Compliance Certificate  as
required  pursuant to Section 5.3(c) of this Agreement, the Applicable
Margin  from  and including the first day of the calendar  month  next
following the calendar month in which Borrower was required to deliver
the missing Compliance Certificate until the first day of the calendar
month next following the calendar month in which Borrower does deliver
such  Compliance Certificate shall conclusively be presumed  to  equal
the highest Applicable Margin set forth above."

"Commitment Fee Rate" shall mean, .175% per annum during August  1994,
and  thereafter  the applicable percentage rate per  annum  set  forth
below in the column entitled "COMMITMENT FEE RATE."

begin page 4

RATIO OF
FUNDED DEBT                       COMMITMENT
TO EBITDA                        FEE RATE

Less than .75                       .15%
.75 to 1.50                         .175%
More than 1.50                     .20%

The  ratio of Debt to EBITDA used to compute the Commitment  Fee  Rate
shall  be  the  Debt  to  EBITDA Ratio set  forth  in  the  Compliance
Certificate  most  recently delivered by Borrower  to  all  the  Banks
pursuant  to  Section  5.3(c)  of  this  Agreement.   Changes  in  the
Commitment  Fee  Rate resulting from a change in the  Debt  to  EBITDA
Ratio  shall  become effective on the first day of the calendar  month
next  following  the  calendar  month in  which  each  new  Compliance
Certificate  is delivered to the Banks pursuant to Section  5.3(c)  of
this   Agreement.  If  Borrower  fails  to  deliver   any   Compliance
Certificate as required pursuant to Section 5.3(c) of this  Agreement,
the  Commitment  Fee  Rate from and including the  first  day  of  the
calendar month next following the calendar month in which Borrower was
required to deliver the missing Compliance Certificate until the first
day  of the calendar month next following the calendar month in  which
Borrower  does deliver such Compliance Certificate shall  conclusively
be presumed to equal the highest Commitment Fee Rate set forth above."

"Compliance  Certificate" shall mean a compliance certificate  in  the
form of Exhibit L to this Agreement properly completed to provide  all
information  required to be included therein, executed  by  the  chief
financial officer of Borrower, and delivered to all the Banks pursuant
to Section 5.3(c) of this Agreement."

"EBITDA" shall mean, for any period, the sum for such period,  without
duplication,  of (a) Net Income; plus (b) Net Interest  Expense;  plus
(c)  tax  provisions for all federal, state and foreign income  taxes;
plus  (d) depreciation and amortization expense; plus (e) the non-cash
portion  of  any  extraordinary after-tax losses  minus  the  non-cash
portion of extraordinary after-tax gains; plus (f) any non-cash losses
related  to asset sales, dispositions and write-downs minus  any  non-
cash  gains related to asset sales, dispositions and write-downs; plus
(g)  any  non-cash expenses incurred in connection with  the  sale  of
equity securities or the issuance

begin page 5

of  stock options, stock appreciation rights and other similar  equity
securities, all as determined in accordance with GAAP."

"Debt"  shall  mean,  at  any  date,  the  aggregate  amount,  without
duplication,  of  (a)  all  obligations for borrowed  money,  (b)  all
obligations  evidenced by bonds, debentures, notes  or  other  similar
instruments, (c) all obligations to pay the deferred purchase price of
property or services, (d) all Capitalized Lease Obligations,  (e)  all
obligations or liabilities of others secured by a lien on  any  asset,
whether  or not such obligation or liability is assumed, and  (f)  any
other  obligations or liabilities which are required  by  GAAP  to  be
shown as debt on a balance sheet."

"Capitalized  Lease  Obligations"  shall  mean  any  and   all   lease
obligations  that,  in  accordance  with  GAAP,  are  required  to  be
capitalized on the books of a lessee."

"Net  Income"  shall  mean,  for any period,  all  amounts  which,  in
accordance with GAAP, would be included as net income on statements of
income for such period."

"Net Interest Expense" shall mean, for any period, an amount equal  to
Interest  Expense  for  such  period less  Interest  Income  for  such
period."

"Interest  Expense" shall mean, for any period, interest  expense  for
such  period,  including,  without duplication,  all  fees  owed  with
respect  to, and all net payments in respect of, commitment fees  owed
with  respect to the Total Commitments and fees owed with  respect  to
Letters  of  Credit, but excluding the amortization  or  write-off  of
deferred loan costs."

"Interest Income" shall mean, for any period, interest income for such
period."

Section 2.7    "(a)  Interest.  Each Advance made under the  Syndicate
Facility  shall be a Prime Rate Advance or a LIBO  Rate
Advance,  as  selected by Borrower, and shall bear  in-
terest as follows:

(i)  if  the Advance is a Prime Rate  Advance,  at  a 
fluctuating rate per annum equal to the Prime Rate
in effect from time to time; or

begin page 6

(ii) if  the Advance is a LIBO Rate Advance, at a fixed
rate  per  annum for the entire term of  the  LIBO
Rate  Advance determined by Agent to be  the  LIBO
Rate  in effect on the first day of the LIBO  Rate
Interest  Period  for  the   Advance   plus    the  
Applicable Margin at such time."

Section 2.7    "(c)  Revolving Credit Commitment Fee.  Borrower  shall
pay  to  Agent, for the benefit of Banks, a  commitment
fee  quarterly  in arrears on the last  day  of  March,
June,  September  and December in  each  calendar  year
calculated at the Commitment Fee Rate on the difference
between (a) the average daily Total Commitments  during
such  quarter  and  (b) the average  daily  outstanding
principal  amount of the Advances under  the  Syndicate
Facility plus the average daily undrawn amounts of  the
Letters of Credit outstanding during such quarter.   If
the  Syndicate  Facility is terminated for  any  reason
whatsoever during any quarterly period, Borrower  shall
immediately pay to Agent, for the benefit of Banks, the
full amount of any unpaid commitment fee accrued during
such quarterly period."

Section 5.3    "(c)  as  soon as available, but not later than  thirty
(30) days after and as of the end of each of Borrower's
Fiscal Quarters, a Compliance Certificate signed by the
chief financial officer of Borrower;"

6.   ELIMINATION OF CD RATE ADVANCES.  Borrower and Banks agree that
CD  Rate Advances will no longer be available under the Agreement.  To that
end,  the  definitions of "Assessment Rate", "CD Rate", "CD Rate  Advance",
"CD Rate Interest Period", "Certificate of Deposit Rate" are hereby deleted
from  Section  1.1  of the Agreement; subsection (a) of the  definition  of
"Reserve Requirement" in Section 1.1 of the Agreement is hereby deleted and
subsection (b) of Section 1.1 is relettered (a); subsection (a) of  Section
2.7 of the Agreement is hereby amended to read in its entirety as quoted in
Section  5 of this First Amendment; Section 2.8 of the Agreement is  hereby
amended  to  read in its entirety as follows; subsections (c)  and  (d)  of
Section  2.9 of the Agreement are hereby amended to read in their  entirety
as  follows; subsection (d)(ii) of Section 2.10 of the Agreement is  hereby
deleted and subsection (d)(iii) of

begin page 7

Section 2.10 is relettered (d)(ii); subsections (b) and (c) of Section 2.11
of  the  Agreement are hereby amended to read in their entirety as follows;
and  all  references in the Agreement to "Assessment Rate", "CD Rate",  "CD
Rate  Advance", "CD Rate Interest Period" and "Certificate of Deposit Rate"
are hereby deleted:

"Section 2.8   Selection of Interest Options.  Subject to  the
minimum  Dollar requirements in this  Agreement
for  each LIBO Rate Advance, all or any portion
of a Prime Rate Advance may be converted at any
time  to  a LIBO Rate Advance, and all  or  any
portion of a LIBO Rate Advance may be converted
at  the end of its LIBO Rate Interest Period to
a  Prime  Rate Advance, but Agent must  receive
notice  of such conversion on the day any  such
conversion to a Prime Rate Advance is to  occur
and at least three Banking Days before any such
conversion to a LIBO Rate Advance is to  occur.
Each  such conversion notice shall be given  in
accordance  with  the  provisions  of   Section
2.10(d)  of  this  Agreement  and  specify  the
following:

(i)  the  amount and type of the Advance to  be
converted and the new interest rate selec-
tion  for the applicable principal amounts
of the Advance to be converted;

(ii) if  the  new Advance is to be a LIBO  Rate
Advance, the principal amount of such  new
Advance,  the number of days in the  first
LIBO  Rate  Interest Period applicable  to
the new Advance, and the first day of such
Interest Period, which shall be a  Banking
Day; and

(iii)if  the new Advance is to be a Prime
Rate Advance, the principal amount of such
Prime  Rate  Advance and the day  the  new
Prime Rate Advance is to be made.

If no request for a new Advance is made with re-
spect to all or any portion of an existing LIBO
Rate Advance within the timeframes specified in
this Section 2.8, such existing Advance or  the
undesignated portion thereof shall be continued
at  the end of its LIBO Rate Interest Period as
a Prime Rate Advance.

begin page 8

Section 2.9    "(c) LIBO Rate Advances.        Borrower may from  time
to  time prepay principal on all or any portion of
any  Advance  if such prepayment is in  a  minimum
amount of $500,000 and in an integral multiple  of
$100,000;   provided,   however,   that   if   the
outstanding  principal balance of any  Advance  is
less  than this amount, the prepayment must be  in
the  full  outstanding principal  balance  of  the
Advance.  In consideration of Banks providing this
prepayment option to Borrower, or if any LIBO Rate
Advance  or  Loan  under the  Bid  Facility  shall
become  due and payable prior to the last  day  of
its  Interest Period by acceleration or otherwise,
Borrower shall, with respect to any prepayment  of
all  or  any portion of a LIBO Rate Advance  or  a
Loan,  pay to Agent, immediately upon demand,  for
the  benefit of all the Banks in the case of  LIBO
Rate  Advances  or  for the benefit  of  the  Bank
making the Loan in the case of a Loan, a fee which
is  the  sum of the discounted monthly differences
for  each  month  from  the  month  in  which  the
prepayment occurs through the month in  which  the
final  day  of the Interest Period for  such  LIBO
Rate  Advance or Loan occurs, with the  discounted
monthly differences being calculated as follows:

(i)  Determine the amount of interest which  would
have accrued each month on the amount prepaid
at  the  interest  rate  applicable  to  such
amount had it remained outstanding until  the
last day of the applicable Interest Period,

(ii) Subtract   from  the  amount  determined   in
(i)  above the amount of interest which would
accrue  for  the  same month  on  the  amount
prepaid  for  the  remaining  term   of   the
Interest  Period in which  such    prepayment
occurs at the LIBO Rate in the case of a LIBO
Rate Advance or the Fixed Rate in the case of
a  Loan, as determined by the Bank making the
Loan in its sole discretion, in effect on the
date of

begin page 9

prepayment for new Advances or Loans, as  the
case  may  be, made for such term  and  in  a
principal amount equal to the amount prepaid.

(iii) If  the result obtained in (ii) for any
month  is  greater than zero,  discount  that
difference by the LIBO Rate or the Fixed Rate
used in (ii) above.

Borrower  acknowledges that prepayments  of  LIBO  Rate
Advances  and  Loans before the end of  their  Interest
Periods  will  result  in  Banks  incurring  additional
costs,  expenses and/or liabilities,  and  that  it  is
extremely  difficult to ascertain the  full  extent  of
such  costs,  expenses  and/or liabilities.   Borrower,
therefore, agrees to pay the above-described prepayment
fee and agrees that said amount represents a reasonable
estimate  of  the  prepayment  costs,  expenses  and/or
liabilities  of Banks.  If Borrower fails  to  pay  any
prepayment  fee when due, the amount of such prepayment
fee  shall  thereafter bear interest until  paid  at  a
fluctuating rate per annum equal to the Prime  Rate  in
effect  from time to time (computed on the basis  of  a
360-day  year,  actual days elapsed) plus  one  percent
(1%)."

Section 2.9    "(d) Application of Prepayments.  Unless otherwise
directed  by  Borrower,  Agent  shall  apply   all
prepayments not designated by Borrower to apply to
any  Advance  or Advances first to all  the  Prime
Rate  Advances  outstanding at the  time  of  such
prepayment  and second to any LIBO  Rate  Advances
outstanding at the time of such prepayment."

Section 2.11"(b)  Reserves.   Borrower  shall  reimburse   or
compensate  each Bank, upon demand by  such  Bank,
for   all  costs  incurred,  losses  suffered   or
payments  made by such Bank which are  applied  or
allocated by such Bank to any Letters of Credit or
any  LIBO Rate Advances (all as determined by such
Bank  in  its  sole  and absolute  discretion)  by
reason of:

begin page 10

(i)  any   and  all  present  or  future  reserve,
deposit  or similar requirements against  (or
against any class of or change in or  in  the
amount  of)  assets  or liabilities  of  such
Bank,  except to the extent that such reserve
requirements are reflected in the  definition
of the LIBO Rate, or

(ii) compliance  by such Bank with any  direction,
requirement  or  request from any  regulatory
authority, whether or not having the force of
law.

(c)  Funding.   If at any time Agent, in its  sole  and
absolute discretion, determines that:

(i)  deposits  in  the  amount of  any  LIBO  Rate
Advance  for  a period equal to the  Interest
Period therefor are not available to all  the
Banks in the Interbank Market; or

(ii) the LIBO Rate does not accurately reflect the
cost to all the Banks of making or continuing
an Advance;

Agent  shall promptly give notice thereof to  Borrower,
and   upon  the  giving  of  such  notice  each  Bank's
obligation to lend its share of the affected LIBO  Rate
Advance shall terminate."

7.   TANGIBLE NET WORTH.  Borrower and Banks agree that starting with
Borrower's Fiscal Year 1994 the Tangible Net Worth which the Borrower  must
maintain  will  be changed from the amounts specified in the  Agreement  to
$180,000,000 plus 50% of the net income earned in each of Borrower's Fiscal
Quarters after January 29, 1994 (unadjusted for quarterly losses).  To that
end,  subsection (a) of Section 5.8 of the Agreement is hereby  amended  to
read in its entirety as follows:

"(a) At  all  times  after  the end of Borrower's  Fiscal  Year  1993,
Tangible Net Worth in amounts not less than $180,000,000 plus 50%
of  the  net income earned in each of Borrower's Fiscal  Quarters
after January 29, 1994

begin page 11

(unadjusted  for  quarterly  losses);  provided,  however,  that  such
Tangible  Net Worth requirement may change as agreed by all the  Banks
and  the  Borrower if the Maturity Date is extended  beyond  July  31,
1997."

8.   LEVERAGE RATIO.  Borrower and Banks agree that the Leverage Ratio
chart contained in the Agreement should be continued through the end of the
Second  Quarter in Borrower's Fiscal Year 1997 so that Borrower is required
to  maintain a Leverage Ratio not greater than 1.70 at the end of the Third
Quarter  of  Fiscal Year 1996, a Leverage Ratio not greater  than  1.25  on
December 31, 1996, a Leverage Ratio of 1.40 at the end of Fiscal Year 1996,
and a Leverage Ratio of 1.60 at the end of the First and Second Quarters of
Fiscal  Year  1997.  To  that end, subsection (b) of  Section  5.8  of  the
Agreement is hereby amended to read in its entirety as follows:

"(b) Leverage  Ratio not greater than the amounts indicated  below  at
and as of the times specified below:

DATE OF DETERMINATION                             LEVERAGE RATIO

End of Second and Third Quarter in Fiscal Year 1993         1.80
December 31, 1993                                           1.40
End of Fiscal Year 1993                                     1.55
End of First, Second and Third Quarters in Fiscal Year 1994 1.80
December 31, 1994                                           1.35
End of Fiscal Year 1994                                     1.50
End of First, Second and Third Quarters in Fiscal Year 1995 1.70
December 31, 1995                                           1.30
End of Fiscal Year 1995                                     1.45
End of First and Second Quarters in Fiscal Year 1996        1.70
End of Third Quarter in Fiscal Year 1996                    1.70
December 31, 1996                                           1.25
End of Fiscal Year 1996                                     1.40
End of First and Second Quarters in Fiscal Year 1997        1.60

If  the  Maturity Date is extended beyond July 31, 1997, as agreed  by
all the Banks and Borrower."

begin page 12

9.   PRETAX  EARNINGS.  Borrower and Banks agree that the Borrower's
cumulative fiscal year-to-date pretax earnings (exclusive of any recoveries
related  to Borrower's reserves for store closings) will be not  less  than
$35,000,000  at  and  as  of the end of Borrower's  Fiscal  Year  1996  and
$11,000,000 at and as of the end of the Second Quarter in Borrower's Fiscal
Year 1997.  To that end, subsection (c) of Section 5.8 of the Agreement  is
hereby amended to read in its entirety as follows:

"(c)     Cumulative fiscal year-to-date pretax earnings (exclusive of
any  recoveries  related to Borrower's  reserves  for  store
closings) not less than the amounts indicated below  at  and
as of the times specified below:

DATE OF DETERMINATION                            PRETAX EARNINGS

End of Second Quarter in Fiscal Year 1993              $ 8,000,000
End of Fiscal Year 1993                                $35,000,000
End of Second Quarter in Fiscal Year 1994              $ 9,000,000
End of Fiscal Year 1994                                $35,000,000
End of Second Quarter in Fiscal Year 1995              $10,000,000
End of Fiscal Year 1995                                $35,000,000
End of Second Quarter in Fiscal Year 1996              $11,000,000
End of Fiscal Year 1996                                $35,000,000
End of Second Quarter in Fiscal Year 1997              $11,000,000

If  the  Maturity Date is extended beyond July 31, 1997, as agreed  by
all the Banks and Borrower."

10.  CAPITAL EXPENDITURES LIMITATION.  Borrower and Banks agree that
the  Borrower's  expenditures for the purchase  of  fixed  assets  (net  of
construction  allowances) to be held by Borrower or to be  leased  under  a
sale  and  leaseback arrangement, and/or the invoice cost of  fixed  assets
under  lease,  may  not  exceed an aggregate of $60,000,000  in  Borrower's
Fiscal  Year  1994,  $55,000,000  in  Borrower's  Fiscal  Year  1995,   and
$50,000,000  in  each of Borrower's Fiscal Years starting  in  Fiscal  Year
1996.   To  that  end, subsection (a) of Section 6.4 of  the  Agreement  is
hereby amended to read in its entirety as follows:

"(a)     expenditures  for  the  purchase of  fixed  assets  (net  of
construction  allowances) to be held by Borrower  or  leased
under  a  sale and leaseback arrangement, and/or the invoice
cost  of  fixed  assets under lease, so long  as  the  total
dollar  amount of all such transactions does not  exceed  an
aggregate  of  $60,000,000 in Borrower's Fiscal  Year  1994,
$55,000,000  in Borrower's Fiscal Year 1995, and $50,000,000
in  each of Borrower's Fiscal Years starting in Fiscal  Year
1996;"

begin page 13

11. REPRESENTATIONS AND WARRANTIES.  In order to induce the Banks to
enter  into  this First Amendment and to amend the Agreement in the  manner
provided  in  this  First  Amendment, the Borrower  hereby  represents  and
warrants  that (a) the representations and warranties contained in  Article
IV  of  the Agreement are true and correct on the date of this First Amend-
ment,  with  the same effect as though such representations and  warranties
had  been  made  on and as of such date, and (b) no Event  of  Default,  as
specified in Section 7.1 of the Agreement, and no condition, event  or  act
which  with  the  giving of notice or the passage of  time  or  both  would
constitute  such  an Event of Default, has occurred, is  continuing  or  is
existing on the date of this First Amendment.

12. AGREEMENT OTHERWISE UNALTERED.  Except as expressly modified  by
this  First Amendment, the Agreement shall continue to be and shall  remain
in full force and effect.

13.  GOVERNING LAW.  The validity, construction and effect  of  this
First  Amendment shall be governed by, and be construed under, the laws  of
the State of California.

IN  WITNESS  WHEREOF, the parties hereto have  executed  this  First
Amendment  by their duly authorized officers as of the day and  year  first
above written.

ROSS STORES, INC.

By: /s/EARL BENSON

Title: Senior Vice President and
Chief Financial Officer

WELLS FARGO BANK,
NATIONAL ASSOCIATION,
individually and as Agent

By: /s/BRIAN MC DONALD

Title: CORPORATE BANKING OFFICER

[SIGNATURES CONTINUED ON NEXT PAGE]

begin page 14
[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

BANK OF AMERICA, N.T. & S.A.

By: /s/JEAN A. BRINKMAN

Title:  VICE PRESIDENT

NATIONSBANK OF TEXAS, N.A.

By: /s/OVERTON COLTON

Title: VICE PRESIDENT

BANQUE NATIONALE DE PARIS

By: /s/JUDITH A. DOWLING

Title: VICE PRESIDENT

By: /s/KATHERINE WOLFE

Title: VICE PRESIDENT

begin page 15
COMPLIANCE CERTIFICATE

TO:  Each of the Banks party to the Revolving Credit Agreement
referred to below and Wells Fargo Bank, National Association,
as Agent for the Banks

ROSS STORES, INC.

Reference is made to that certain Revolving Credit Agreement
dated as of July 31, 1993 (as amended, supplemented or otherwise
modified from time to time, the "Agreement") among Ross Stores,
Inc. (the "Borrower"), a Delaware corporation, the Banks named
therein or from time to time added thereto, and Wells Fargo Bank,
National Association, as Agent for the Banks (in such capacity
"Agent").  Terms defined in the Agreement and not otherwise defined
in this Compliance Certificate (the "Certificate") shall have the
meanings defined for them in the Agreement.  This Certificate is
delivered pursuant to subsections (c) and (d) of Section 5.3 of the
Agreement for the Borrower's fiscal quarter ending on ___________,
19____ (the "Calculation Date").

The undersigned hereby certified (i) that he or she has made
or supervised such examinations and investigations as are
reasonably necessary to set forth accurately the computations
required to show the ratio of the Borrower's Debt to EBITDA as of
the Calculation Date, (ii) that the calculations and determinations
set forth in this Certificate are accurate, and (iii) that as of
the Calculation Date, and after diligent investigation, there
exists no Event of Default as defined in the Agreement nor any
circumstance which, upon a lapse of time or giving of notice or
both, would become such an Event of Default.

1.   Debt outstanding on the Calculation Date:                         $______

2.   (a) Net Income of the 12 fiscal months ending on
the Calculation Date (the "Calculation
Period"):                                             $____
(b) Interest Expense for the Calculation Period minus
Interest Income for the Calculation Period:           $____
(c) Provision for federal, state and foreign income
taxes for the Calculation Period:                     $____
(d) Depreciation and amortization expense for the
Calculation Period:                                   $____
(e) Non-cash portion of any extraordinary after-tax
losses for the Calculation Period minus non-cash
portion of any extraordinary after-tax gains for
the Calculation Period:                               $____
(f) Non-cash losses related to asset sales,
dispositions and write-downs during the
Calculation Period minus non-cash gains related
to asset sales, dispositions and write-downs
during the Calculation Period:                        $____
(g) Non-cash expenses incurred in connection with
the sale of equity securities or the issuance of
stock options, stock appreciation rights and
other similar equity securities for the
Calculation Period:                                  $____
(h) EBITDA for the Calculation Period (the sum of
items 2(a) through (g) above):                                  $____

3.   Ratio of Debt outstanding on the Calculation Date
(Item 1)to EBITDA for the Calculation Period
(Item 2(h)):                                                        $____

ROSS STORES, INC.

Date: _____________, 19__   By:________________________
Earl T. Benson
Senior Vice President and Chief Financial Officer

CREDIT AGREEMENT

Dated as of June 22, 1994

among

ROSS STORES, INC.

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
as Agent

THE INDUSTRIAL BANK OF JAPAN, LIMITED
as Co-Agent

and

THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO

TABLE OF CONTENTS
ARTICLE I
DEFINITIONS                     1
1.01  Defined Terms                                        1
1.02  Other Interpretive Provisions                       12
(a)  Performance: Time                              12
(b)  Contracts                                      12
(c)  Laws                                           12
(d)  Captions                                       12
(e)  Independence of Provisions                     12
(f)  Interpretation                                 12
1.03  Accounting Principles                               12

ARTICLE II
THE CREDITS                 13
2.01  Amounts and Terms of Commitments                    13
2.02  Loan Accounts                                       13
2.03  Procedure for Borrowing                             13
2.04  Conversion and Continuation Elections               14
2.05  Voluntary Termination or Reduction of Commitments   16
2.06  Optional Prepayments                                16
2.07  Repayment                                           16
2.08  Interest                                            17
2.09  Fees                                                18
(a)  Participation Fee                              18
(b)  Commitment Fees                                18
2.10  Computation of Fees and Interest                    18
2.11  Payments by the Company                             19
2.12  Payments by the Banks to the Agent                  20
2.13  Sharing of Payments, Etc.                           20

ARTICLE III
TAXES, YIELD PROTECTION AND ILLEGALITY  21
3.01  Taxes                                               21
3.02  Illegality                                          22
3.03  Increased Costs and Reduction of Return             23
3.04  Funding Losses                                      23
3.05  Inability to Determine Rates                        24
3.06  Certificates of Banks                               24
3.07  Survival                                            25

ARTICLE IV
CONDITIONS PRECEDENT          25
4.01  Conditions of Initial Loans                         25
(a)  Credit Agreement                               25
(b)  Resolutions: Incumbency                        25
(c)  Articles of Incorporation and By-laws          25
(d)  Legal Opinion                                  26
(e)  Payment of Fees                                26
(f)  Certificate                                    26
(h)  Other Documents                                26

begin page ii

Section                                                 Page

4.02  Conditions to All Borrowings, Conversions and
Continuations                                       26
(a)  Notice of Borrowing                            26
(b)  Continuation of Representations and Warranties 27
(c)  No Existing Default                            27

ARTICLE V
REPRESENTATIONS AND WARRANTIES   27
5.01  Corporate Existence and Power                       27
5.02  Corporate Authorization: No Contravention           27
5.03  Governmental Authorization                          28
5.04  Binding Effect                                      28
5.05  Litigation                                          28
5.06  No Default                                          28
5.07  ERISA Compliance                                    29
5.08  Use of Proceeds; Margin Regulations                 29
5.09  Title to Properties                                 30
5.10  Taxes                                               30
5.11  Financial Condition                                 30
5.12  Environmental Matters                               31
5.13  Regulated Entities                                  31
5.14  No Burdensome Restrictions                          31
5.15  Copyrights, Patents, Trademarks and Licenses, etc.  31
5.16  Subsidiaries                                        31
5.17  Insurance                                           31
5.18  Full Disclosure                                     32
ARTICLE VI
AFFIRMATIVE COVENANTS            32
6.01  Financial Statements                                32
6.02  Tangible Net Worth                                  33
6.03  Leverage Ratio                                      34
6.04  Pretax Earnings                                     35
6.05  Fixed Charge Coverage Ratio                         36
6.06  Notices                                             36
6.07  Preservation of Corporate Existence, Etc            37
6.08  Maintenance of Property                             38
6.09  Insurance                                           38
6.10  Payment of Obligations                              38
6.11  Compliance with Laws                                38
6.12  Inspection of Property and Books and Records        38
6.13  Environmental Laws                                  39
6.14  Use of Proceeds                                     39

ARTICLE VII
NEGATIVE COVENANTS            39
7.01  Limitation on Liens                                 39
7.02  Disposition of Assets                               40

begin page iii

Section                                                  Page

7.03  Consolidations and Mergers                          40
7.04  Loans; Advances; Investments; Acquisitions;
Guarantees                                          40
7.05  Transactions with Affiliates                        41
7.06  Use of Proceeds                                     41
7.07  Use of Proceeds - Ineligible Securities             41
7.08  Compliance with ERISA                               41
7.9   Fixed Assets                                        42
7.10  Change in Business                                  42
7.11  Change in Structure                                 42
7.12  Accounting Changes                                  42

ARTICLE VIII
EVENTS OF DEFAULT             43
8.01  Event of Default                                    43
(a) Non-Payment                                     43
(b) Representation or Warranty                      43
(c) Specific Defaults                               43
(d) Other Defaults                                  43
(e) Cross-Default                                   43
(f) Insolvency; Voluntary Proceedinqs               44
(g) Involuntary Proceedinqs                         44
(h) ERISA                                           44
(i) Monetary Judgments                              45
(j) Non-Monetary Judgments                          45
(k) Ownership                                       45
(1) Loss of Licenses                                45
(m) Adverse Change                                  45
(n) Other Revolving Commitments                     45
8.02  Remedies                                            45
8.03  Rights Not Exclusive                                46

ARTICLE IX
THE AGENT              46
9.01  Appointment and Authorization                       46
9.02  Delegation of Duties                                46
9.03  Liability of Agent                                  47
9.04  Reliance by Agent                                   47
9.05  Notice of Default                                   48
9.06  Credit Decision                                     48
9.07  Indemnification                                     48
9.08  Agent in Individual Capacity                        49
9.09  Successor Agent                                     49
9.10  Withholding Tax                                     50
9.11  Co-Agents                                           51

ARTICLE X
MISCELLANEOUS            51

begin page iv
Section                                                 Page

10.01     Amendments and Waivers                          51
10.02     Notices                                         52
10.03     No Waiver; Cumulative Remedies                  53
10.04     Costs and Expenses                              53
10.05     Indemnity                                       54
10.06     Marshalling; Payments Set Aside                 54
10.07     Successors and Assigns                          54
10.08     Assignments. Participations, etc.               55
10.09     Automatic Debits of Fees                        57
10.10     Notification of Addresses, Lending Offices, Etc 57
10.11     Counterparts                                    57
10.12     Severability                                    57
10.13     No Third Parties Benefited                      57
10.14     Time                                            58
10.15     Governing Law and Jurisdiction                  58
10.16     Waiver of Jury Trial                            58
10.17     Entire Agreement                                59

SCHEDULES

Schedule 5.05     Litigation
Schedule 5.07     ERISA
Schedule 5.11     Permitted Liabilities
Schedule 5.12     Environmental Matters
Schedule 5.16     Subsidiaries

EXHIBITS

Exhibit A Notice of Borrowing
Exhibit B Notice of Conversion/Continuation
Exhibit C Assignment and Acceptance

begin page 1

CREDIT AGREEMENT

This CREDIT AGREEMENT is entered into as of June 22, 1994,
among Ross Stores, Inc., a Delaware corporation (the "Company"),
the several financial institutions from time to time party to
this Agreement (collectively, the "Banks"; individually, a
"Bank"); Bank of America National Trust and Savings Association,
as agent for the Banks; and The Industrial Bank of Japan,
Limited, as Co-Agent.

WHEREAS, the Banks have agreed to make available to the
Company a credit facility upon the terms and conditions set forth
in this Agreement;

NOW, THEREFORE, in consideration of the mutual agreements,
provisions and covenants contained herein, the parties agree as
follows:

ARTICLE I
DEFINITIONS

1.01  Defined Terms.  In addition to the terms defined
elsewhere in this Agreement, the following terms have the
following meanings:

"Affiliate" means, as to any Person, any other Person
which, directly or indirectly, is in control of, is
controlled by, or is under common control with, such Person.
A Person shall be deemed to control another Person if the
controlling Person possesses, directly or indirectly, the
power to direct or cause the direction of the management and
policies of the other Person, whether through the ownership
of voting securities, by contract or otherwise.  Without
limitation, any director, executive officer or beneficial
owner of 10% or more of the equity of a Person shall for the
purposes of this Agreement, be deemed to control the other
Person.  Notwithstanding the foregoing, no Bank shall be
deemed an "Affiliate" of the Company or of any Subsidiary of
the Company.

"Agent" means BofA in its capacity as agent for the
Banks hereunder, and any successor agent.

"Agent-Related Persons" means BofA and any successor
agent arising under Section 9.09, together with their
respective Affiliates, and the officers, directors,
employees, agents and attorneys-in-fact of such Persons and
Affiliates.

"Agent's Payment Office" means the address for payments
set forth on the signature page hereto in relation to the
Agent or such other address as the Agent may from time to
time specify.

begin page 2

"Aggregate Revolving Commitment" means the combined
Revolving Commitments of the Banks, in the initial amount of
Sixty Million dollars ($60,000,000), as such amount may be
reduced from time to time pursuant to this Agreement.

"Agreement" means this Credit Agreement, as amended
from time to time in accordance with the terms hereof.

"Applicable Margin" means

(i)  with respect to Base Rate Loans, 0.000%; and

(ii)  with respect to Offshore Rate Loans, 0.475%.

"Arranger" means BA Securities, Inc., a wholly-owned
subsidiary of BankAmerica Corporation.  The Arranger is a
registered broker-dealer and permitted to underwrite and
deal in certain Ineligible Securities.

"Attorney Costs" means and includes all fees and
disbursements of any law firm or other external counsel, the
allocated cost of internal legal services and all
disbursements of internal counsel.

"Bank" has the meaning specified in the introductory
clause hereto.

"Bankruptcy Code" means the Federal Bankruptcy Reform
Act of 1978 (11 U.S.C. Section 101, et seq.).

"Base Rate" means, for any day, the higher of:

(a)  the rate of interest in effect for such day
as publicly announced from time to time by BofA in San
Francisco, California, as its "reference rate."  It is
a rate set by BofA based upon various factors including
BofA's costs and desired return, general economic
conditions and other factors, and is used as a
reference point for pricing some loans, which may be
priced at, above, or below such announced rate; and

(b)  0.50% per annum above the latest Federal
Funds Rate.

Any change in the reference rate announced by BofA
shall take effect at the opening of business on the day
specified in the public announcement of such change.

"Base Rate Loan" means a Loan that bears interest based
on the Base Rate.

"BofA" means Bank of America National Trust and Savings
Association, a national banking association.

begin page 3

"Borrowing" means a borrowing hereunder consisting of
Loans made to the Company on the same day by the Banks
pursuant to Article II.

"Business Day" means any day other than a Saturday,
Sunday or other day on which commercial banks in New York
City or San Francisco are authorized or required by law to
close and, if the applicable Business Day relates to any
Offshore Rate Loan, means such a day on which dealings are
carried on in the applicable offshore dollar interbank
market.

"Capital Adequacy Regulation" means any guideline,
request or directive of any central bank or other
Governmental Authority, or any other law, rule or
regulation, whether or not having the force of law, in each
case, regarding capital adequacy of any bank or of any
corporation controlling a bank.

"Closing Date" means the date on which all conditions
precedent set forth in Section 4.01 are satisfied or waived
by all Banks.

"Code" means the Internal Revenue Code of 1986, as
amended, and the rules and regulations promulgated
thereunder as from time to time in effect.

"Commitment Percentage" means, as to any Bank, the
percentage equivalent of such Bank's Revolving Commitment
divided by the Aggregate Revolving Commitment.

"Contractual Obligations" means, as to any Person, any
provision of any security issued by such Person or of any
agreement, undertaking, contract, indenture, mortgage, deed
of trust or other instrument, document or agreement to which
such Person is a party or by which it or any of its property
is bound.

"Controlled Group" means the Company and all Persons
(whether or not incorporated) under common control or
treated as a single employer with the Company pursuant to
Section 414(b), (c), (m) or (o) of the Code.

"Conversion Date" means any date on which the Company
converts a Base Rate Loan to an Offshore Rate Loan; or an
Offshore Rate Loan to a Base Rate Loan.

"Default" means any event or circumstance which, with
the giving of notice, the lapse of time, or both, would (if
not cured or otherwise remedied during such time) constitute
an Event of Default.

"EBITDA" means, for any period, for the Company and its
Subsidiaries on a consolidated basis, the sum of (a) the net
income (or net loss) for such period plus (b) depreciation

begin page 4

and interest expense and the amortization of intangibles,
plus (c) all accrued income taxes; without giving effect to
extraordinary losses or extraordinary gains.

"Eligible Assignee" means (i) a commercial bank
organized under the laws of the United States, or any state
thereof, and having a combined capital and surplus of at
least $100,000,000; (ii) a commercial bank organized under
the laws of any other country which is a member of the
Organization for Economic Cooperation and Development (the
"OECD"), or a political subdivision of any such country, and
having a combined capital and surplus of at least
$100,000,000, provided that such bank is acting through a
branch or agency located in the United States; and (iii) a
Person that is primarily engaged in the business of
commercial banking and that is (A) a Subsidiary of a Bank,
(B) a Subsidiary of a Person of which a Bank is a
Subsidiary, or (C) a Person of which a Bank is a Subsidiary.

"Environmental Claims" means all claims, however
asserted, by any Governmental Authority or other Person
alleging potential liability or responsibility for violation
of any Environmental Law, or for release or injury to the
environment.

"Environmental Laws" means all federal, state or local
laws, statutes, common law duties, rules, regulations,
ordinances and codes, together with all administrative
orders, directed duties, requests, licenses, authorizations
and permits of, and agreements with, any Governmental
Authorities, in each case relating to environmental, health,
safety and land use matters.

"ERISA" means the Employee Retirement Income Security
Act of 1974, as amended, and the rules and regulations
promulgated thereunder as from time to time in effect.

"ERISA Affiliate" means any trade or business (whether
or not incorporated) under common control with the Company
within the meaning of Section 414(b) or (c) of the Code (and
Sections 414(m) and (o) for purposes of provisions relating
to Section 412 of the Code).

"ERISA Event" means (a) a Reportable Event with respect
to a Pension Plan or a Multiemployer Plan; (b) a withdrawal
by the Company or any ERISA Affiliate from a Pension Plan
subject to Section 4063 of ERISA during a plan year in which
it was a substantial employer (as defined in Section
4001(a)(2) of ERISA) or a cessation of operations which is
treated as such a withdrawal under Section 4062(e) of ERISA;
(c) a complete or partial withdrawal by the Company or any
ERISA Affiliate from a Multiemployer Plan or notification
that a multiemployer is in reorganization; (d) the filing of
a notice of intent to terminate, the treatment of a plan
amendment as a termination under Section 4041 or 4041A of

begin page 5

ERISA or the commencement of proceedings by the PBGC to
terminate a Pension Plan or Multiemployer Plan; (e) a
failure by the Company or any member of the Controlled Group
to make required contributions to a Pension Plan,
Multiemployer Plan or other Plan subject to Section 412 of
the Code; (f) an event or condition which might reasonably
be expected to constitute grounds under Section 4042 of
ERISA for the termination of, or the appointment of a
trustee to administer, any Pension Plan or Multiemployer
Plan; (g) the imposition of any liability under Title IV of
ERISA, other than PBGC premiums due but not delinquent under
Section 4007 of ERISA, upon the Company or any ERISA
Affiliate; or (h) an application for a funding waiver or an
extension of any amortization period pursuant to Section 412
of the Code with respect to any Plan.

"Eurodollar Reserve Percentage" has the meaning
specified in the definition of "Offshore Rate".

"Event of Default" means any of the events or
circumstances specified in Section 8.01.

"Exchange Act" means the Securities and Exchange Act of
1934, and regulations promulgated thereunder.

"FDIC" means the Federal Deposit Insurance Corporation,
or any entity succeeding to any of its principal functions.

"Federal Funds Rate" means, for any day, the rate per
annum set forth in the weekly statistical release designated
as H.15(519), or any successor publication, published by the
Federal Reserve Board (including any such successor,
"H.15(519)") on the preceding Business Day opposite the
caption "Federal Funds (Effective)".  If such rate is not so
published on any such preceding Business Day, the rate for
such day will be the arithmetic mean as determined by the
Agent of the rates for the last transaction in overnight
Federal funds arranged prior to 9:00 a.m. (New York time) on
that day by each of three leading brokers of Federal funds
transactions in New York City selected by the Agent.

"Federal Reserve Board" means the Board of Governors of
the Federal Reserve System, or any entity succeeding to any
of its principal functions.

"GAAP" means generally accepted accounting principles
set forth from time to time in the opinions and
pronouncements of the Accounting Principles Board and the
American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting
Standards Board (or agencies with similar functions of
comparable stature and authority within the accounting
profession), or in such other statements by such other
entity as may be in general use by significant segments of

begin page 6

the U.S. accounting profession, which are applicable to the
circumstances as of the date of determination.

"Governmental Authority" means any nation or
government, any state or other political subdivision
thereof, any central bank (or similar monetary or regulatory
authority) thereof, any entity exercising executive,
legislative, judicial, regulatory or administrative
functions of or pertaining to government, and any
corporation or other entity owned or controlled, through
stock or capital ownership or otherwise, by any of the
foregoing.

"Indemnified Person" has the meaning specified in
subsection 10.05(a).

"Indemnified Liabilities" has the meaning specified in
subsection 10.05(a).

"Ineligible Securities" means securities which may not
be underwritten or dealt in by member banks of the Federal
Reserve System under Section 16 of the Banking Act of 1933
(12 U.S.C.  Section 24, Seventh), as amended.

"Insolvency Proceeding" means (a) any case, action or
proceeding before any court or other Governmental Authority
relating to bankruptcy, reorganization, insolvency,
liquidation, receivership, dissolution, winding-up or relief
of debtors, or (b) any general assignment for the benefit of
creditors, composition, marshalling of assets for creditors,
or other, similar arrangement in respect of its creditors
generally or any substantial portion of its creditors; in
each case (a) and (b) undertaken under U.S. Federal, State
or foreign law, including the Bankruptcy Code.

"Interest Payment Date" means, with respect to any
Offshore Rate Loan, the last day of each Interest Period
applicable to such Loan and, with respect to Base Rate
Loans, the last Business Day of each calendar quarter and
each date a Base Rate Loan is converted into an Offshore
Rate Loan; provided, however, that if any Interest Period
for an Offshore Rate Loan exceeds three months,
respectively, the date which falls three months after the
beginning of such Interest Period and after each Interest
Payment Date thereafter shall also be an Interest Payment
Date.

"Interest Period" means, with respect to any Offshore
Rate Loan, the period commencing on the Business Day the
Loan is disbursed or continued or on the Conversion Date on
which the Loan is converted to the Offshore Rate Loan and
ending on the date one, two, three or six months thereafter,
as selected by the Company in its Notice of Borrowing or
Notice of Conversion/Continuation; provided that:

begin page 7

(i)  if any Interest Period pertaining to an
Offshore Rate Loan would otherwise end on a day which
is not a Business Day, that Interest Period shall be
extended to the next succeeding Business Day unless the
result of such extension would be to carry such
Interest Period into another calendar month, in which
event such Interest Period shall end on the immediately
preceding Business Day;

(ii)  any Interest Period pertaining to an
Offshore Rate Loan that begins on the last Business Day
of a calendar month (or on a day for which there is no
numerically corresponding day in the calendar month at
the end of such Interest Period) shall end on the last
Business Day of the calendar month at the end of such
Interest Period;

(iii)  no Interest Period applicable to a Loan or
portion thereof shall extend beyond the Maturity Date.

"IRS" means the Internal Revenue Service or any entity
succeeding to any of its principal functions under the Code.

"Joint Venture" means a partnership, joint venture or
other similar legal arrangement (whether created pursuant to
contract or conducted through a separate legal entity) now
or hereafter formed by the Company or any of its
Subsidiaries with another Person in order to conduct a
common venture or enterprise with such Person.

"Lending Office" means, with respect to any Bank, the
office or offices of the Bank specified as its "Lending Office"
or "Domestic Lending Office" or "Offshore Lending Office", as
the case may be, opposite its name on the applicable signature
page hereto, or such other office or offices of the Bank as it
may from time to time notify the Company and the Agent.

"Leverage Ratio" means the ratio of total consolidated
current and non-current liabilities, including liabilities
under guaranties and any other contingent obligation, to the
aggregate of Tangible Net Worth.

"Lien" means any mortgage, deed of trust, pledge,
hypothecation, assignment, charge or deposit arrangement,
encumbrance, lien (statutory or other) or preference,
priority or other security interest or preferential
arrangement of any kind or nature whatsoever (including
those created by, arising under or evidenced by any
conditional sale or other title retention agreement, the
interest of a lessor under a capital lease, any financing
lease having substantially the same economic effect as any
of the foregoing, or the filing of any financing statement
naming the owner of the asset to which such lien relates as
debtor, under the UCC or any comparable law) and any

begin page 8

contingent or other agreement to provide any of the
foregoing, but not including the interest of a lessor under
an operating lease.

"Loan" means an extension of credit by a Bank to the
Company pursuant to Article II, and may be a Base Rate Loan
or an Offshore Rate Loan.

"Loan Documents" means this Agreement and all documents
delivered to the Agent in connection therewith.

"Majority Banks" means at any time Banks then holding
at least 67% of the then aggregate unpaid principal amount
of the Loans, or, if no such principal amount is then
outstanding, Banks then having at least 67% of the Revolving
Commitments; but in no case less than two Banks.

"Margin Stock" means "margin stock" as such term is
defined in Regulation G, T, U  or X of the Federal Reserve
Board.

"Material Adverse Effect" means (a) a material adverse
change in, or a material adverse effect upon, the
operations, business, properties, condition (financial or
otherwise) or prospects of the Company or the Company and
its Subsidiaries taken as a whole or as to any Subsidiary;
(b) a material impairment of the ability of the Company to
perform under any Loan Document and avoid any Event of
Default; or (c) a material adverse effect upon the legality,
validity, binding effect or enforceability of any Loan
Document.

"Maturity Date" means the fifth anniversary of the
Closing Date, but in any event no later than June 30, 1999.

"Multiemployer Plan" means a "multiemployer plan"
(within the meaning of Section 4001(a)(3) of ERISA) and to
which the Company or any ERISA Affiliate makes, is making,
or is obligated to make contributions or, during the
preceding three calendar years, has made, or been obligated
to make, contributions.

"Notice of Borrowing" means a notice given by the
Company to the Agent pursuant to Section 2.03, in
substantially the form of Exhibit A.

"Notice of Conversion/Continuation" means a notice
given by the Company to the Agent pursuant to Section 2.04,
in substantially the form of Exhibit B.

"Obligations" means all Loans, and other indebtedness,
advances, debts, liabilities, obligations, covenants and
duties owing by the Company to any Bank, the Agent, or any
other Person required to be indemnified, that arises under
any Loan Document, whether or not for the payment of money,

begin page 9

whether arising by reason of an extension of credit, loan,
guaranty, indemnification or in any other manner, whether
direct or indirect (including those acquired by assignment),
absolute or contingent, due or to become due, now existing
or hereafter arising and however acquired.

"Offshore Rate" means, for each Interest Period in
respect of Offshore Rate Loans comprising part of the same
Borrowing, an interest rate per annum (rounded upward to the
nearest 1/16th of 1%) determined pursuant to the following
formula:

Offshore Rate =               LIBOR
____________________________________
1.00 - Eurodollar Reserve Percentage

Where,

"Eurodollar Reserve Percentage" means for any day for
any Interest Period the maximum reserve percentage
(expressed as a decimal, rounded upward to the nearest
1/100th of 1%) in effect on such day (whether or not
applicable to any Bank) under regulations issued from
time to time by the Federal Reserve Board for
determining the maximum reserve requirement (including
any emergency, supplemental or other marginal reserve
requirement) with respect to Eurocurrency funding
(currently referred to as "Eurocurrency liabilities")
having a term comparable to such Interest Period; and

"LIBOR" means the rate of interest per annum
determined by the Agent to be the arithmetic mean
(rounded upward to the nearest 1/16th of 1%) of the
rates of interest per annum notified to the Agent by
BofA as the rate of interest at which dollar deposits
in the approximate amount of the amount of the Loan to
be made or continued as, or converted into, an Offshore
Rate Loan by BofA and having a maturity comparable to
such Interest Period would be offered to major banks in
the London interbank market at their request at or
about 11:00 a.m. (London time) on the second Business
Day prior to the commencement of such Interest Period.

The Offshore Rate shall be adjusted automatically
as of the effective date of any change in the
Eurodollar Reserve Percentage.

"Offshore Rate Loan" means a Loan that bears interest
based on the Offshore Rate.

"Other Taxes" means any present or future stamp or
documentary taxes or any other excise or property taxes,
charges or similar levies which arise from any payment made
hereunder or from the execution, delivery or registration
of, or otherwise with respect to, this Agreement or any
other Loan Documents.

begin page 10

"PBGC" means the Pension Benefit Guaranty Corporation
or any entity succeeding to any of its principal functions
under ERISA.

"Participant" has the meaning specified in subsection
10.08(d).

"Pension Plan" means a pension plan (as defined in
Section 3(2) of ERISA) subject to Title IV of ERISA which
the Company or any ERISA Affiliate sponsors, maintains, or
to which it makes, is making, or is obligated to make
contributions, or in the case of a multiple employer plan
(as described in Section 4064(a) of ERISA) has made
contributions at any time during the immediately preceding
five (5) plan years, but excluding any Multiemployer Plan.

"Permitted Liens" has the meaning specified in Section
7.01.

"Person" means an individual, partnership, corporation,
business trust, joint stock company, trust, unincorporated
association, joint venture or Governmental Authority.

"Plan" means an employee benefit plan (as defined in
Section 3(3) of ERISA) which the Company or any ERISA
Affiliate sponsors or maintains or to which the Company or
any ERISA Affiliate makes, is making, or is obligated to
make contributions and includes any Pension Plan or
Multiemployer Plan

"Reportable Event" means any of the events set forth in
Section 4043(b) of ERISA or the regulations thereunder,
other than any such event for which the 30-day notice
requirement under ERISA has been waived in regulations
issued by the PBGC.

"Requirement of Law" means, as to any Person, any law
(statutory or common), treaty, rule or regulation or
determination of an arbitrator or of a Governmental
Authority, in each case applicable to or binding upon the
Person or any of its property or to which the Person or any
of its property is subject.

"Responsible Officer" means the chief executive
officer, the president or the chief financial officer of the
Company, or any other officer having substantially the same
authority and responsibility; or, with respect to compliance
with financial covenants, the treasurer of the Company, or
any other officer having substantially the same authority
and responsibility.

"Revolving Commitment", with respect to each Bank, has
the meaning specified in subsection 2.01.

begin page 11

"Revolving Loan" has the meaning specified in
subsection 2.01.

"Revolving Termination Date" means the earlier to occur
of:

(a)  364 days after the Closing Date, but no later
than June 29, 1995; and

(b)  the date on which the Aggregate Revolving
Commitment shall terminate in accordance with the
provisions of this Agreement.

"SEC" means the Securities and Exchange Commission, or
any entity succeeding to any of its principal functions.

"Subsidiary" of a Person means any corporation,
association, partnership, joint venture or other business
entity of which more than 50% of the voting stock or other
equity interests (in the case of Persons other than
corporations), is owned or controlled directly or indirectly
by the Person, or one or more of the Subsidiaries of the
Person, or a combination thereof.

"Surety Instruments" means all letters of credit
(including standby and commercial), banker's acceptances,
bank guaranties, shipside bonds, surety bonds and similar
instruments.

"Tangible Net Worth" means total stockholder's equity
less any intangible assets, with intangible assets defined
as goodwill, patents, trademarks, tradenames, lease rights,
capitalized pre-opening costs, franchises, organization
costs and property rights.

"Taxes" means any and all present or future taxes,
levies, imposts, deductions, charges or withholdings, and
all liabilities with respect thereto, excluding, in the case
of each Bank and the Agent, such taxes (including income
taxes or franchise taxes) as are imposed on or measured by
each Bank's net income by the jurisdiction (or any political
subdivision thereof) under the laws of which such Bank or
the Agent, as the case may be, is organized or maintains a
Lending Office.

"UCC" means the Uniform Commercial Code as in effect in
the State of California.

"Unfunded Pension Liability" means the excess of a
Pension Plan's benefit liabilities under Section 4001(a)(16)
of ERISA, over the current value of that Plan's assets,
determined in accordance with the assumptions used for
funding the Pension Plan pursuant to Section 412 of the Code
for the applicable plan year.

begin page 12

"United States" and "U.S." each means the United States
of America.

1.02  Other Interpretive Provisions

(a)  Performance; Time.  Whenever any performance
obligation hereunder (other than a payment obligation) shall be
stated to be due or required to be satisfied on a day other than
a Business Day, such performance shall be made or satisfied on
the next succeeding Business Day.  In the computation of periods
of time from a specified date to a later specified date, the
word "from" means "from and including"; the words "to" and
"until" each mean "to but excluding", and the word "through"
means "to and including."  If any provision of this Agreement
refers to any action taken or to be taken by any Person, or
which such Person is prohibited from taking, such provision
shall be interpreted to encompass any and all means, direct or
indirect, of taking, or not taking, such action.

(b)  Contracts.  Unless otherwise expressly provided
herein, references to agreements and other contractual
instruments shall be deemed to include all subsequent amendments
and other modifications thereto, but only to the extent such
amendments and other modifications are not prohibited by the
terms of any Loan Document.

(c)  Laws.  References to any statute or regulation are
to be construed as including all statutory and regulatory
provisions consolidating, amending, replacing, supplementing or
interpreting the statute or regulation.

(d)  Captions.  The captions and headings of this
Agreement are for convenience of reference only and shall not
affect the interpretation of this Agreement.

(e)  Independence of Provisions.  The parties
acknowledge that this Agreement and other Loan Documents may use
several different limitations, tests or measurements to regulate
the same or similar matters, and that such limitations, tests
and measurements are cumulative and must each be performed,
except as expressly stated to the contrary in this Agreement.

(f)  Interpretation.  This Agreement is the result of
negotiations among and has been reviewed by counsel to the
Agent, the Company and other parties, and is the product of all
parties hereto.  Accordingly, this Agreement and the other Loan
Documents shall not be construed against the Banks or the Agent
merely because of the Agent's or Banks' involvement in the
preparation of such documents and agreements.

1.03  Accounting Principles

(a)  Unless the context otherwise clearly requires, all
accounting terms not expressly defined herein shall be
construed, and all financial computations required under this

begin page 13

Agreement shall be made, in accordance with GAAP, consistently
applied.

(b)  References herein to "fiscal year" and "fiscal
quarter" refer to such fiscal periods of the Company.

ARTICLE II
THE CREDITS

2.01  Amounts and Terms of Commitments.  Each Bank severally
agrees, on the terms and conditions hereinafter set forth, to
make Loans to the Company (each such Loan, a "Revolving Loan")
from time to time on any Business Day during the period from the
Closing Date to the Revolving Termination Date, in an aggregate
amount not to exceed at any time outstanding the amount set
forth opposite the Bank's name on the signature pages of this
Agreement (such amount as the same may be reduced pursuant to
Section 2.05 or as a result of one or more assignments pursuant
to Section 10.08, the Bank's "Revolving Commitment"); provided,
however, that, after giving effect to any Borrowing of Revolving
Loans, the aggregate principal amount of all outstanding
Revolving Loans shall not exceed the Aggregate Revolving
Commitment.  Within the limits of each Bank's Revolving
Commitment, and subject to the other terms and conditions
hereof, the Company may borrow under this subsection 2.01,
prepay pursuant to Section 2.06 and reborrow pursuant to this
subsection 2.01.

2.02  Loan Accounts.  The Loans made by each Bank shall be
evidenced by one or more loan accounts maintained by such Bank
in the ordinary course of business.  The loan accounts or
records maintained by the Agent and each Bank shall be
conclusive absent manifest error of the amount of the Loans made
by the Banks to the Company and the interest and payments
thereon.  Any failure so to record or any error in doing so
shall not, however, limit or otherwise affect the obligation of
the Company hereunder to pay any amount owing with respect to
the Loans.

2.03  Procedure for Borrowing.

(a)  Each Borrowing shall be made upon the Company's
irrevocable written notice delivered to the Agent in accordance
with Section 10.02 in the form of a Notice of Borrowing (which
notice must be received by the Agent prior to 10:00 a.m. (San
Francisco time) (i) three Business Days prior to the requested
Borrowing date, in the case of Offshore Rate Loans; and (ii) on
the requested Borrowing date, in the case of Base Rate Loans,
specifying:

(A)  the amount of the Borrowing, which shall
be in an aggregate minimum principal amount of five
million dollars ($5,000,000) or any multiple of one
million dollars ($1,000,000) in excess thereof for

begin page 14

Offshore Rate Loans; or an aggregate minimum principal
amount of one million dollars ($1,000,000) or any
multiple of one million dollars ($1,000,000) in excess
thereof for Base Rate Loans;

(B)  the requested Borrowing date, which
shall be a Business Day;

(C)  whether the Borrowing is to be comprised
of Offshore Rate Loans or Base Rate Loans;

(D)  the duration of the Interest Period
applicable to such Loans included in such notice.  If
the Notice of Borrowing shall fail to specify the
duration of the Interest Period for any Borrowing
comprised of Offshore Rate Loans, such Interest Period
shall be three months.

provided, however, that with respect to the Borrowing to be made
on the Closing Date, the Notice of Borrowing shall be delivered
to the Agent not later than 1:00 p.m. (San Francisco time) on
the Closing Date and such Borrowing will consist of Base Rate
Loans only.

(b)  Upon receipt of the Notice of Borrowing, the Agent
will promptly notify each Bank thereof and of the amount of such
Bank's Commitment Percentage of the Borrowing.

(c)  Each Bank will make the amount of its Commitment
Percentage of the Borrowing available to the Agent for the
account of the Company at the Agent's Payment Office by
11:00 a.m. (San Francisco time) on the Borrowing date requested
by the Company in funds immediately available to the Agent.  The
proceeds of all such Loans will then be made available to the
Company by the Agent at such office by crediting the account of
the Company on the books of BofA with the aggregate of the
amounts made available to the Agent by the Banks and in like
funds as received by the Agent.

(d)  Unless the Majority Banks shall otherwise agree,
during the existence of a Default or an Event of Default, the
Company may not elect to have a Loan be made as, or converted
into or continued as, an Offshore Rate Loan.

(e)  After giving effect to any Borrowing, there shall
not be more than five different Interest Periods in effect.

2.04  Conversion and Continuation Elections.

(a)  The Company may upon irrevocable written notice to
the Agent in accordance with subsection 2.04(b):

(i)  elect to convert on any Business Day, any
Base Rate Loans (or any part thereof in an amount not less

begin page 15

than $5,000,000, or that is in an integral multiple of
$1,000,000 in excess thereof) into Offshore Rate Loans; or

(ii)  elect to convert on the last day of the
applicable Interest Period any Offshore Rate Loans having
Interest Periods maturing on such day (or any part thereof
in an amount not less than $1,000,000, or that is in an
integral multiple of $1,000,000 in excess thereof) into Base
Rate Loans; or

(iii)  elect to renew on the last day of the
applicable Interest Period any Offshore Rate Loans having
Interest Periods maturing on such day (or any part thereof
in an amount not less than $5,000,000, or that is in an
integral multiple of $1,000,000 in excess thereof);

provided, that if the aggregate amount of Offshore Rate Loans in
respect of any Borrowing shall have been reduced, by payment,
prepayment, or conversion of part thereof to be less than
$5,000,000, such Offshore Rate Loans shall automatically convert
into Base Rate Loans, and on and after such date the right of
the Company to continue such Loans as, and convert such Loans
into, Offshore Rate Loans shall terminate.

(b)  The Company shall deliver a Notice of Conversion/
Continuation in accordance with Section 10.02 to be received by
the Agent not later than 10:00 a.m. (San Francisco time) at
least (i) three Business Days in advance of the Conversion Date
or continuation date, if the Loans are to be converted into or
continued as Offshore Rate Loans; and (ii) on the Conversion
Date, if the Loans are to be converted into Base Rate Loans,
specifying:

(A)  the proposed Conversion Date or
continuation date;

(B)  the aggregate amount of Loans to be
converted or renewed;

(C)  the nature of the proposed conversion or
continuation; and

(D)  if applicable, the duration of the
requested Interest Period.

(c)  If upon the expiration of any Interest Period
applicable to Offshore Rate Loans, the Company has failed to
select timely a new Interest Period to be applicable to such
Offshore Rate Loans, or if any Default or Event of Default shall
then exist, the Company shall be deemed to have elected to
convert such Offshore Rate Loans into Base Rate Loans effective
as of the expiration date of such current Interest Period.

(d)  Upon receipt of a Notice of
Conversion/Continuation, the Agent will promptly notify each
Bank thereof,

begin page 16

or, if no timely notice is provided by the Company, the Agent
will promptly notify each Bank of the details of any automatic
conversion.  All conversions and continuations shall be made pro
rata according to the respective outstanding principal amounts
of the Loans with respect to which the notice was given held by
each Bank.

(e)  Notwithstanding any other provision contained in
this Agreement, after giving effect to any conversion or
continuation of any Loans, there shall not be more than five
different Interest Periods in effect.

2.05  Voluntary Termination or Reduction of Commitments.
The Company may, upon not less than five Business Days' prior
notice to the Agent, terminate the Aggregate Revolving
Commitments or permanently reduce the Aggregate Revolving
Commitments by an aggregate minimum amount of $5,000,000 or any
multiple of $1,000,000 in excess thereof; provided that no such
reduction or termination shall be permitted if, after giving
effect thereto and to any prepayments of the Loans made on the
effective date thereof, the then outstanding principal amount of
the Revolving Loans would exceed the amount of the Aggregate
Revolving Commitment then in effect and, provided, further, that
once reduced in accordance with this Section 2.05, the Aggregate
Revolving Commitment may not be increased without the written
consent of Agent and each Bank.  Any reduction of the Aggregate
Revolving Commitment shall be applied to each Bank's Revolving
Commitment in accordance with such Bank's Commitment Percentage.
All accrued commitment fees to, but not including the effective
date of any reduction or termination of Revolving Commitments,
shall be paid on the effective date of such reduction or
termination.

2.06  Optional Prepayments. Subject to Section 3.04, the
Company may, at any time or from time to time, upon notice to
the Agent as specified below, ratably prepay Loans in whole or
in part, in amounts of $1,000,000 or any multiple of $1,000,000
in excess thereof.  Such notice of prepayment be provided to
Agent at least three Business Days in advance for Offshore Rate
Loans or at least one Business Day in advance for Base Rate
Loans, and shall specify the date and amount of such prepayment
and whether such prepayment is of Base Rate Loans, or Offshore
Rate Loans, or any combination thereof.  Such notice shall not
thereafter be revocable by the Company and the Agent will
promptly notify each Bank thereof and of such Bank's Commitment
Percentage of such prepayment.  If such notice is given by the
Company, the Company shall make such prepayment and the payment
amount specified in such notice shall be due and payable on the
date specified therein, together with accrued interest to each
such date on the amount prepaid and any amounts required
pursuant to Section 3.04.

2.07  Repayment.  The aggregate principal amount of the
Revolving Loans outstanding on the Revolving Termination Date

begin page 17

(and not repaid on such day) shall be repaid by the Company on
the Maturity Date.

2.08  Interest.

(a)  Subject to subsection 2.08(d), each Loan shall
bear interest on the outstanding principal amount thereof from
the date when made at a rate per annum equal to the Offshore
Rate or the Base Rate, as the case may be, plus the Applicable
Margin.

(b)  Interest on each Loan shall be paid in arrears on
each Interest Payment Date.  Interest shall also be paid on the
date of any prepayment of Loans pursuant to Section 2.06 for the
portion of the Loans so prepaid and upon payment (including
prepayment) in full thereof.

(c)  While any Event of Default exists or after
acceleration, the Company shall pay interest (after as well as
before entry of judgment thereon to the extent permitted by law)
on the principal amount of all Obligations due and unpaid, at a
rate per annum which is determined by adding 1% per annum to the
Applicable Margin then in effect for such Loans and, in the case
of Obligations not subject to an Applicable Margin, at a rate
per annum equal to the Base Rate plus 1%; provided, however,
that, on and after the expiration of any Interest Period
applicable to any Offshore Rate Loan outstanding on the date of
occurrence of such Event of Default or acceleration, the
principal amount of such Loan shall, during the continuation of
such Event of Default or after acceleration, bear interest at a
rate per annum equal to the Base Rate plus 1%.  If any amount of
principal of or interest on any Loan, or any other amount
payable hereunder or under any of the other Loan Documents is
not paid in full when due (whether at stated maturity, by
acceleration, demand or otherwise), the Company agrees to pay
interest on such unpaid principal or other amount, from the date
such amount becomes due until the date such amount is paid in
full, and after as well as before any entry of judgment thereon
to the extent permitted by law, payable on demand, at a
fluctuating rate per annum equal to the Base Rate plus 1%.  This
may result in compounding of interest.

(d)  Anything herein to the contrary notwithstanding,
the obligations of the Company hereunder shall be subject to the
limitation that payments of interest shall not be required, for
any period for which interest is computed hereunder, to the
extent (but only to the extent) that contracting for or
receiving such payment by the respective Bank would be contrary
to the provisions of any law applicable to such Bank limiting
the highest rate of interest which may be lawfully contracted
for, charged or received by such Bank, and in such event the
Company shall pay such Bank interest at the highest rate
permitted by applicable law.

begin page 18

2.09  Fees.

(a)  Participation Fee.  The Company shall pay to the
Agent on the Closing Date a participation fee in the amount set
forth in a letter agreement between the Company and the Agent
dated April 28, 1994.  The Agent shall share a portion of the
fee with the Co-Agent to the extent set forth in a letter
agreement and accompanying term sheet between the Agent and the
Co-Agent dated May 2, 1994.

(b)  Commitment Fees.  The Company shall pay to the
Agent for the account of each Bank a commitment fee on the
average daily unused portion of such Bank's Revolving
Commitment, computed on a quarterly basis in arrears on the last
Business Day of each calendar quarter based upon the daily
utilization for that quarter as calculated by the Agent, equal
to one hundred twenty-five one-thousandths of one percent
(0.125%) per annum.  Such commitment fee shall accrue from the
Closing Date to the Revolving Termination Date and shall be due
and payable quarterly in arrears on the last Business Day of
each calendar quarter, commencing on June 30, 1994, through the
Revolving Termination Date, with the final payment to be made on
the Revolving Termination Date; provided that, in connection
with any reduction or termination of Revolving Commitments
pursuant to Section 2.05, the accrued commitment fee calculated
for the period ending on such date shall also be paid on the
date of such reduction or termination, with the next succeeding
quarterly payment being calculated on the basis of the period
from the reduction or termination date to such quarterly payment
date.  The commitment fees provided in this subsection shall
accrue at all times after the above-mentioned commencement date,
including at any time during which one or more conditions in
Article IV are not met.

2.10  Computation of Fees and Interest.

(a)  All computations of fees and interest under this
Agreement shall be made on the basis of a 360-day year and
actual days elapsed, which results in more interest being paid
than if computed on the basis of a 365-day year.  Interest and
fees shall accrue during each period during which interest or
such fees are computed from the first day thereof to the last
day thereof.

(b)  The Agent will, with reasonable promptness, notify
the Company and the Banks of each determination of an Offshore
Rate; provided that any failure to do so shall not relieve the
Company of any liability hereunder or provide the basis for any
claim against the Agent.  Any change in the interest rate on a
Loan resulting from a change in the Applicable Margin or the
Eurodollar Reserve Percentage shall become effective as of the
opening of business on the day on which such change in the
Applicable Margin or the Eurodollar Reserve Percentage becomes
effective.  The Agent will with reasonable promptness notify the
Company and the Banks of the effective date and the amount of

begin page 19

each such change, provided that any failure to do so shall not
relieve the Company of any liability hereunder or provide the
basis for any claim against the Agent.

(c)  Each determination of an interest rate by the
Agent shall be conclusive and binding on the Company and the
Banks in the absence of manifest error.  The Agent will, at the
request of the Company or any Bank, deliver to the Company or
the Bank, as the case may be, a statement showing the quotations
used by the Agent in determining any interest rate.

2.11  Payments by the Company.

(a)  All payments (including prepayments) to be made by
the Company on account of principal, interest, fees and other
amounts required hereunder shall be made without set-off,
recoupment or counterclaim; shall, except as otherwise expressly
provided herein, be made to the Agent for the ratable account of
the Banks at the Agent's Payment Office, and shall be made in
dollars and in immediately available funds, no later than 11:30
a.m. (San Francisco time) on the date specified herein.  The 
Agent will promptly distribute to each Bank its Commitment
Percentage (or other applicable share as expressly provided
herein) of such principal, interest, fees or other amounts, in
like funds as received.  Any payment which is received by the
Agent later than 11:30 a.m. (San Francisco time) shall be deemed
to have been received on the immediately succeeding Business Day
and any applicable interest or fee shall continue to accrue.

(b)  Whenever any payment hereunder shall be stated to
be due on a day other than a Business Day, such payment shall be
made on the next succeeding Business Day, and such extension of
time shall in such case be included in the computation of
interest or fees, as the case may be; subject to the provisions
set forth in the definition of "Interest Period" herein.

(c)  Unless the Agent shall have received notice from
the Company prior to the date on which any payment is due to the
Banks hereunder that the Company will not make such payment in
full as and when required hereunder, the Agent may assume that
the Company has made such payment in full to the Agent on such
date in immediately available funds and the Agent may (but shall
not be so required), in reliance upon such assumption, cause to
be distributed to each Bank on such due date an amount equal to
the amount then due such Bank.  If and to the extent the Company
shall not have made such payment in full to the Agent, each Bank
shall repay to the Agent on demand such amount distributed to
such Bank, together with interest thereon for each day from the
date such amount is distributed to such Bank until the date such
Bank repays such amount to the Agent, at the Federal Funds Rate
as in effect for each such day.

begin page 20

2.12  Payments by the Banks to the Agent.

(a)   Unless the Agent shall have received notice from a
Bank on the Closing Date or, with respect to each Borrowing 
after the Closing Date, at least one Business Day prior to the
date of any proposed Borrowing, that such Bank will not make 
available to the Agent as and when required hereunder for the
account of the Company the amount of that Bank's Commitment
Percentage of the Borrowing, the Agent may assume that each Bank
has made such amount available to the Agent in immediately 
available funds on the Borrowing date and the Agent may (but
shall not be so required), in reliance upon such assumption,
make available to the Company on such date a corresponding
amount.  If and to the extent any Bank shall not have made its
full amount available to the Agent in immediately available
funds and the Agent in such circumstances has made available to
the Company such amount, that Bank shall on the next Business
Day following the date of such Borrowing make such amount
available to the Agent, together with interest at the Federal
Funds Rate for and determined as of each day during such period.
A notice of the Agent submitted to any Bank with respect to
amounts owing under this subsection (a) shall be conclusive,
absent manifest error.  If such amount is so made available,
such payment to the Agent shall constitute such Bank's Loan on
the date of Borrowing for all purposes of this Agreement.  If
such amount is not made available to the Agent on the next
Business Day following the date of such Borrowing, the Agent
shall notify the Company of such failure to fund and, upon
demand by the Agent, the Company shall pay such amount to the
Agent for the Agent's account, together with interest thereon
for each day elapsed since the date of such Borrowing, at a rate
per annum equal to the interest rate applicable at the time to
the Loans comprising such Borrowing.

(b)  The failure of any Bank to make any Loan on any
date of borrowing shall not relieve any other Bank of any
obligation hereunder to make a Loan on the date of such
borrowing, but no Bank shall be responsible for the failure of
any other Bank to make the Loan to be made by such other Bank on
the date of any borrowing.

2.13  Sharing of Payments, Etc.  If, other than as expressly
provided elsewhere herein, any Bank shall obtain on account of
the Loans made by it, any payment (whether voluntary,
involuntary, through the exercise of any right of set-off, or
otherwise) in excess of its Commitment Percentage of payments on
account of the Loans obtained by all the Banks, such Bank shall
forthwith (a) notify the Agent of such fact, and (b) purchase
from the other Banks such participations in the Loans made by
them as shall be necessary to cause such purchasing Bank to
share the excess payment ratably with each of them; provided,
however, that if all or any portion of such excess payment is
thereafter recovered from the purchasing Bank, such purchase
shall to that extent be rescinded and each other Bank shall
repay to the purchasing Bank the purchase price paid therefor,

begin page 21

together with an amount equal to such paying Bank's Commitment
Percentage (according to the proportion of (i) the amount of
such paying Bank's required repayment to (ii) the total amount
so recovered from the purchasing Bank) of any interest or other
amount paid or payable by the purchasing Bank in respect of the
total amount so recovered.  The Company agrees that any Bank so
purchasing a participation from another Bank pursuant to this
Section may, to the fullest extent permitted by law, exercise
all its rights of payment with respect to such participation as
fully as if such Bank were the direct creditor of the Company in
the amount of such participation.  The Agent will keep records
(which shall be conclusive and binding in the absence of
manifest error) of participations purchased pursuant to this
Section and will in each case notify the Banks following any
such purchases or repayments.

ARTICLE III
TAXES, YIELD PROTECTION AND ILLEGALITY

3.01  Taxes.

(a)  Any and all payments by the Company to each Bank
or the Agent under this Agreement and any other Loan Document
shall be made free and clear of, and without deduction or
withholding for any Taxes.  In addition, the Company shall pay
all Other Taxes.

(b)  The Company agrees to indemnify and hold harmless
each Bank and the Agent for the full amount of Taxes or Other
Taxes (including any Taxes or Other Taxes imposed by any
jurisdiction on amounts payable under this Section) paid by the
Bank or the Agent and any liability (including penalties,
interest, additions to tax and expenses) arising therefrom or
with respect thereto, whether or not such Taxes or Other Taxes
were correctly or legally asserted.  Payment under this
indemnification shall be made within 30 days after the date the
Bank or the Agent makes written demand therefor.

(c)  If the Company shall be required by law to deduct
or withhold any Taxes or Other Taxes from or in respect of any
sum payable hereunder to any Bank or the Agent, then:

(i)  the sum payable shall be increased as
necessary so that after making all required deductions and
withholdings (including deductions and withholdings
applicable to additional sums payable under this Section)
such Bank or the Agent, as the case may be, receives an
amount equal to the sum it would have received had no such
deductions or withholdings been made;

(ii)  the Company shall make such deductions and
withholdings;

begin page 22

(iii)  the Company shall pay the full amount
deducted or withheld to the relevant taxing authority or
other authority in accordance with applicable law; and

(iv)  the Company shall also pay to each Bank or
the Agent for the account of such Bank, at the time interest
is paid, all additional amounts which the respective Bank
specifies as necessary to preserve the after-tax yield the
Bank would have received if such Taxes or Other Taxes had
not been imposed.

(d)  Within 30 days after the date of any payment by
the Company of Taxes or Other Taxes, the Company shall furnish
the Agent the original or a certified copy of a receipt
evidencing payment thereof, or other evidence of payment
satisfactory to the Agent.

(e)  If the Company is required to pay additional
amounts to any Bank or the Agent pursuant to subsection (c) of
this Section, then such Bank shall use reasonable efforts
(consistent with legal and regulatory restrictions) to change
the jurisdiction of its Lending Office so as to eliminate any
such additional payment by the Company which may thereafter
accrue, if such change in the judgment of such Bank is not
otherwise disadvantageous to such Bank.

3.02  Illegality.

(a)  If any Bank shall determine that the introduction
of any Requirement of Law, or any change in any Requirement of
Law or in the interpretation or administration thereof, has made
it unlawful, or that any central bank or other Governmental
Authority has asserted that it is unlawful, for any Bank or its
Lending Office to make Offshore Rate Loans, then, on notice
thereof by the Bank to the Company through the Agent, the
obligation of that Bank to make Offshore Rate Loans shall be
suspended until the Bank shall have notified the Agent and the
Company that the circumstances giving rise to such determination
no longer exists.

(b)  If a Bank shall determine that it is unlawful to
maintain any Offshore Rate Loan, the Company shall prepay in
full all Offshore Rate Loans of that Bank then outstanding,
together with interest accrued thereon, either on the last day
of the Interest Period thereof if the Bank may lawfully continue
to maintain such Offshore Rate Loans to such day, or
immediately, if the Bank may not lawfully continue to maintain
such Offshore Rate Loans, together with any amounts required to
be paid in connection therewith pursuant to Section 3.04.

(c)  If the obligation of any Bank to make or maintain
Offshore Rate Loans has been terminated, the Company may elect,
by giving notice to the Bank through the Agent that all Loans
which would otherwise be made by the Bank as Offshore Rate Loans
shall be instead Base Rate Loans.

begin page 23

(d)  Before giving any notice to the Agent pursuant to
this Section 3.02, the affected Bank shall designate a different
Lending Office with respect to its Offshore Rate Loans if such
designation will avoid the need for giving such notice or making
such demand and will not, in the judgment of the Bank, be
illegal or otherwise disadvantageous to the Bank.

3.03  Increased Costs and Reduction of Return.

(a)  If any Bank shall determine that, due to either
(i) the introduction of or any change (other than any change by
way of imposition of or increase in reserve requirements
included in the calculation of the Offshore Rate) in or in the
interpretation of any law or regulation or (ii) the compliance
with any guideline or request from any central bank or other
Governmental Authority (whether or not having the force of law),
there shall be any increase in the cost to such Bank of agreeing
to make or making, funding or maintaining any Offshore Rate
Loans, then the Company shall be liable for, and shall from time
to time, upon demand therefor by such Bank (with a copy of such
demand to the Agent), pay to the Agent for the account of such
Bank, additional amounts as are sufficient to compensate such
Bank for such increased costs.

(b)  If any Bank shall have determined that (i) the
introduction of any Capital Adequacy Regulation, (ii) any change
in any Capital Adequacy Regulation, (iii) any change in the
interpretation or administration of any Capital Adequacy
Regulation by any central bank or other Governmental Authority
charged with the interpretation or administration thereof, or
(iv) compliance by the Bank (or its Lending Office) or any
corporation controlling the Bank, with any Capital Adequacy
Regulation; affects or would affect the amount of capital
required or expected to be maintained by the Bank or any
corporation controlling the Bank and (taking into consideration
such Bank's or such corporation's policies with respect to
capital adequacy and such Bank's desired return on capital)
determines that the amount of such capital is increased as a
consequence of its Revolving Commitment, loans, credits or
obligations under this Agreement, then, upon demand of such Bank
(with a copy to the Agent), the Company shall upon demand pay to
the Bank, from time to time as specified by the Bank, additional
amounts sufficient to compensate the Bank for such increase.

3.04  Funding Losses.  The Company agrees to reimburse each
Bank and to hold each Bank harmless from any loss or expense
which the Bank may sustain or incur as a consequence of:

(a)  the failure of the Company to make any payment of
principal of any Offshore Rate Loan (including payments made
after any acceleration thereof);

(b)  the failure of the Company to borrow, continue or
convert a Loan after the Company has given (or is deemed to have

begin page 24

given) a Notice of Borrowing or a Notice of Conversion/
Continuation;

(c)  the failure of the Company to make any prepayment
after the Company has given a notice in accordance with Section 2.06;

(d)  the prepayment (including pursuant to Section
2.07) of an Offshore Rate Loan on a day which is not the last
day of the Interest Period with respect thereto; or

(e)  the conversion pursuant to Section 2.04 of any
Offshore Rate Loan to a Base Rate Loan on a day that is not the
last day of the respective Interest Period;

including any such loss or expense arising from the liquidation
or reemployment of funds obtained by it to maintain its Offshore
Rate Loans hereunder or from fees payable to terminate the
deposits from which such funds were obtained.  Solely for
purposes of calculating amounts payable by the Company to the
Banks under this Section 3.04 and under subsection 3.03(a), each
Offshore Rate Loan made by a Bank (and each related reserve,
special deposit or similar requirement) shall be conclusively
deemed to have been funded at the LIBOR used in determining the
Offshore Rate for such Offshore Rate Loan by a matching deposit
or other borrowing in the interbank eurodollar market for a
comparable amount and for a comparable period, whether or not
such Offshore Rate Loan is in fact so funded.

3.05  Inability to Determine Rates.  If the Agent shall have
determined that for any reason adequate and reasonable means do
not exist for ascertaining the Offshore Rate for any requested
Interest Period with respect to a proposed Offshore Rate Loan or
that the Offshore Rate applicable for any requested Interest
Period with respect to a proposed Offshore Rate Loan does not
adequately and fairly reflect the cost to the Banks of funding
such Loan, the Agent will forthwith give notice of such
determination to the Company and each Bank.  Thereafter, the
obligation of the Banks to make or maintain Offshore Rate Loans
hereunder shall be suspended until the Agent upon the
instruction of the Majority Banks revokes such notice in
writing.  Upon receipt of such notice, the Company may revoke
any Notice of Borrowing or Notice of Conversion/Continuation
then submitted by it.  If the Company does not revoke such
notice, the Banks shall make, convert or continue the Loans, as
proposed by the Company, in the amount specified in the
applicable notice submitted by the Company, but such Loans shall
be made, converted or continued as Base Rate Loans instead of
Offshore Rate Loans.

3.06  Certificates of Banks.  Any Bank claiming
reimbursement or compensation pursuant to this Article III shall
deliver to the Company (with a copy to the Agent) a certificate
setting forth in reasonable detail the amount payable to the

begin page 25

Bank hereunder and such certificate shall be conclusive and
binding on the Company in the absence of manifest error.

3.07  Survival.  The agreements and obligations of the
Company in this Article III shall survive the payment of all
other Obligations and the termination of this Agreement.

ARTICLE IV
CONDITIONS PRECEDENT

4.01  Conditions of Initial Loans. The obligation of each
Bank to make its initial Loan hereunder is subject to the
condition that the Agent shall have received on or before the
Closing Date all of the following, in form and substance
satisfactory to the Agent and each Bank and in sufficient copies
for each Bank, each of the following items.  For items to be
executed by the parties, Agent may receive either a duly
executed original signature page, or an executed signature page
sent by facsimile transmission to be followed promptly by
mailing of a hard copy original.  Each of the parties
understands and agrees that receipt by the Agent of a facsimile
transmitted signature page purportedly bearing the signature of
a party shall bind such party with the same force and effect as
the delivery of a hard copy original.  Any failure by the Agent
to receive the hard copy original signature page shall not
diminish the binding effect of receipt of the facsimile
transmitted signature page of the party whose hard copy original
signature page was not received by the Agent:

(a)  Credit Agreement.  This Agreement executed by the
Company, the Agent and each of the Banks;

(b)  Resolutions; Incumbency.

(i)  Copies of the resolutions of the board of
directors of the Company approving and authorizing the
execution, delivery and performance by the Company of this
Agreement and the other Loan Documents to be delivered
hereunder, and authorizing the borrowing of the Loans,
certified as of the Closing Date by the Secretary or an
Assistant Secretary of the Company; and

(ii)  A certificate of the Secretary or Assistant
Secretary of the Company certifying the names and true
signatures of the officers of the Company authorized to
execute, deliver and perform, as applicable, this Agreement,
and all other Loan Documents to be delivered hereunder;

(c)  Articles of Incorporation and By-laws.  The
articles or certificate of incorporation of the Company as in
effect on the Closing Date, certified by the Secretary of State
(or similar, applicable Governmental Authority) of the state of
incorporation of the Company as of a recent date and by the
Secretary or Assistant Secretary of the Company as of the

begin page 26

Closing Date, and the bylaws of the Company as in effect on the
Closing Date, certified by the Secretary or Assistant Secretary
of the Company as of the Closing Date; and

(d)  Legal Opinion.  An opinion of legal counsel to the
Company and addressed to the Agent and the Banks, in form and
substance, and from legal counsel, satisfactory to the Agent and
the Banks.

(e)  Payment of Fees. The Company shall have paid all
accrued and unpaid fees, costs and expenses to the extent then
due and payable on the Closing Date, together with Attorney
Costs of BofA to the extent invoiced prior to or on the Closing
Date, together with such additional amounts of Attorney Costs as
shall constitute BofA's reasonable estimate of Attorney Costs
incurred or to be incurred through the closing proceedings,
provided that such estimate shall not thereafter preclude final
settling of accounts between the Company and BofA;

(f)  Certificate.  A certificate signed by a
Responsible Officer, dated as of the Closing Date, stating that:

(i)  the representations and warranties contained
in Article V are true and correct on and as of such date, as
though made on and as of such date;

(ii)  no Default or Event of Default exists or
would result from the initial Borrowing; and

(iii)  there has occurred since January 29, 1994,
no event or circumstance that has resulted or could
reasonably be expected to result in a Material Adverse
Effect;

(g)  Prior Agreement.  Evidence that all obligations of
the Company under the agreement dated September 16, 1991 between
The Industrial Bank of Japan and the Company have been paid in
full and all commitments related thereto have been terminated.

(h)  Other Documents.  Such other approvals, opinions,
documents or materials as the Agent or any Bank may request.

4.02  Conditions to All Borrowings, Conversions and
Continuations.  The obligation of each Bank to make any Loan to
be made by it hereunder (including its initial Loan) or to
accept a conversion or continuation election under paragraph
2.04 is subject to the satisfaction of the following conditions
precedent on the relevant borrowing date:

(a)  Notice of Borrowing.  The Agent shall have
received (with, in the case of the initial Loan only, a copy for
each Bank) a Notice of Borrowing or Notice of
Conversion/Continuation;

begin page 27

(b)  Continuation of Representations and Warranties.
The representations and warranties made by the Company contained
in Article V shall be true and correct on and as of the date of
the Borrowing, conversion or continuation with the same effect
as if made on and as of such date; and

(c)  No Existing Default.  No Default or Event of
Default shall exist or shall result from such Borrowing,
continuation or conversion.

Each Notice of Borrowing or Notice of Conversion/Continuation
submitted by the Company hereunder shall constitute a
representation and warranty by the Company hereunder, as of the
date of each such notice or application and as of the date of
each Borrowing, conversion or continuation that the conditions
in Section 4.02 are satisfied.

ARTICLE V
REPRESENTATIONS AND WARRANTIES

The Company represents and warrants to the Agent and each
Bank that:

5.01  Corporate Existence and Power.  The Company and each
of its Subsidiaries:

(a)  is a corporation duly organized, validly existing
and in good standing under the laws of the jurisdiction of its
incorporation;

(b)  has the power and authority and all governmental
licenses, authorizations, consents and approvals to own its
assets, carry on its business and to execute, deliver, and
perform its obligations under, the Loan Documents;

(c)  is duly qualified as a foreign corporation, and
licensed and in good standing, under the laws of each
jurisdiction where its ownership, lease or operation of property
or the conduct of its business requires such qualification or
license; and

(d)  is in compliance with all Requirements of Law;

except, in each case referred to in clause (c) or clause (d), to
the extent that the failure to do so could not reasonably be
expected to have a Material Adverse Effect.

5.02  Corporate Authorization; No Contravention.  The
execution, delivery and performance by the Company and its
Subsidiaries of this Agreement, and any other Loan Document to
which such Person is party, have been duly authorized by all
necessary corporate action, and do not and will not:

begin page 28

(a)  contravene the terms of any of that Person's
certificate or articles of incorporation, the bylaws, any
certificate of determination or instrument relating to the
rights of preferred shareholders of such corporation, any
shareholder rights agreement, and all applicable resolutions of
the board of directors (or any committee thereof);

(b)  conflict with or result in any breach or
contravention of, or the creation of any Lien under, any
document evidencing any Contractual Obligation to which such
Person is a party or any order, injunction, writ or decree of
any Governmental Authority to which such Person or its property
is subject; or

(c)  violate any Requirement of Law.

5.03  Governmental Authorization.  No approval, consent,
exemption, authorization, or other action by, or notice to, or
filing with, any Governmental Authority is necessary or required
in connection with the execution, delivery or performance by, or
enforcement against, the Company or any of its Subsidiaries of
the Agreement or any other Loan Document.

5.04  Binding Effect.  This Agreement and each other Loan
Document to which the Company or any of its Subsidiaries is a
party constitute the legal, valid and binding obligations of the
Company, enforceable against such Person in accordance with
their respective terms, except as enforceability may be limited
by applicable bankruptcy, insolvency, or similar laws affecting
the enforcement of creditors' rights generally or by equitable
principles relating to enforceability.

5.05  Litigation.  Except as specifically disclosed in
Schedule 5.05, there are no actions, suits, proceedings, claims
or disputes pending, or to the best knowledge of the Company,
threatened or contemplated, at law, in equity, in arbitration or
before any Governmental Authority, against the Company, or its
Subsidiaries or any of their respective Properties which:

(a)  purport to affect or pertain to this Agreement or
any other Loan Document, or any of the transactions contemplated
hereby or thereby; or

(b)  if determined adversely to the Company or its
Subsidiaries, would reasonably be expected to have a Material
Adverse Effect. No injunction, writ, temporary restraining order
or any order of any nature has been issued by any court or other
Governmental Authority purporting to enjoin or restrain the
execution, delivery or performance of this Agreement or any
other Loan Document, or directing that the transactions provided
for herein or therein not be consummated as herein or therein
provided.

5.06  No Default or Event of Default exists or would result
from the incurring of any Obligations by the

begin page 29

Company.  Neither the Company nor any of its Subsidiaries is in
default under or with respect to any Contractual Obligation in
any respect which, individually or together with all such
defaults, could reasonably be expected to have a Material
Adverse Effect or that would, if such default had occurred after
the Closing date, create an Event of Default under subsection
8.01(e).

5.07  ERISA Compliance.

(a)  Except as specifically disclosed in Schedule 5.07,
each Plan is in compliance in all material respects with the
applicable provisions of ERISA, the Code and other federal or
state law.  Each Plan which is intended to qualify under Section
401(a) of the Code has received a favorable determination letter
from the IRS and to the best knowledge of the Company, nothing
has occurred which would cause the loss of such qualification.

(b)  There are no pending or, to the best knowledge of
Company, threatened claims, actions or lawsuits, or action by
any Governmental Authority, with respect to any Plan which has
resulted or could reasonably be expected to result in a Material
Adverse Effect.  There has been no prohibited transaction or
violation of the fiduciary responsibility rules with respect to
any Plan which has resulted or could reasonably be expected to
result in a Material Adverse Effect.

(c)  Except as specifically disclosed in Schedule 5.07,
no ERISA Event has occurred or is reasonably expected to occur
with respect to any Pension Plan or Multiemployer Plan.

(d)  Except as specifically disclosed in Schedule 5.07,
no Pension Plan has any Unfunded Pension Liability.

(e)  Except as specifically disclosed in Schedule 5.07,
neither the Company nor any ERISA Affiliate has incurred, nor
reasonably expects to incur, any liability under Title IV of
ERISA with respect to any Pension Plan (other than premiums due
and not delinquent under Section 4007 of ERISA).

(f)  Except as specifically disclosed in Schedule 5.07,
neither the Company nor any ERISA Affiliate has incurred nor
reasonably expects to incur any liability (and no event has
occurred which, with the giving of notice under Section 4219 of
ERISA, would result in such liability) under Section 4201 or
4243 of ERISA with respect to a Multiemployer Plan.

(g)  Except as specifically disclosed in Schedule 5.07,
neither the Company nor any ERISA Affiliate has transferred any
Unfunded Pension Liability to any person or otherwise engaged in
a transaction that could be subject to Section 4069 or 4212(c)
of ERISA.

5.08  Use of Proceeds; Margin Regulations.  The proceeds of
the Loans are intended to be and shall be used solely for the

begin page 30

purposes set forth in and permitted by Section 6.14, and are
intended to be and shall be used in compliance with Sections
7.06 and 7.07.  Neither the Company nor any of its Subsidiaries
is generally engaged in the business of purchasing or selling
Margin Stock or extending credit for the purpose of purchasing
or carrying Margin Stock.

5.09  Title to Properties.  The Company and each of its
Subsidiaries have good record and marketable title in fee simple
to, or valid leasehold interests in, all real property necessary
or used in the ordinary conduct of their respective businesses,
except for such defects in title as could not, individually or
in the aggregate, have a Material Adverse Effect.  As of the
Closing Date, the property of the Company and its Subsidiaries
is subject to no Liens, other than those permitted by this
Agreement.

5.10  Taxes.  The Company and its Subsidiaries have filed
all Federal and other material tax returns and reports required
to be filed, and have paid all Federal and other material taxes,
assessments, fees and other governmental charges levied or
imposed upon them or their Properties, income or assets
otherwise due and payable, except those which are being
contested in good faith by appropriate proceedings and for which
adequate reserves have been provided in accordance with GAAP and
no notice of lien has been filed or recorded. There is no
proposed tax assessment against the Company or any of its
Subsidiaries which would, if the assessment were made, have a
Material Adverse Effect.

5.11  Financial Condition.

(a)  The audited consolidated financial statements of
financial condition of the Company and its Subsidiaries dated
January 29, 1994; the related consolidated statements of income
or operations, shareholders' equity and cash flows for the
fiscal year ended on that date; and the interim financial
statements dated as of April 2, 1994:

(i)  were prepared in accordance with GAAP
consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein;

(ii)  fairly present the financial condition of
the Company and its Subsidiaries as of the date thereof and
results of operations for the period covered thereby; and

(iii)  except as specifically disclosed in
Schedule 5.11, show all material indebtedness and other
liabilities, direct or contingent of the Company and its
consolidated Subsidiaries as of the date thereof, including
liabilities for taxes, material commitments and contingent
obligations.

begin page 31

(b)  Since January 29, 1994, there has been no Material
Adverse Effect.

5.12  Environmental Matters.  The Company conducts in the
ordinary course of business a review of the effect of existing
Environmental Laws and existing Environmental Claims on its
business, operations and properties, and as a result thereof the
Company has reasonably concluded that, except as specifically
disclosed in Schedule 5.12, such Environmental Laws and
Environmental Claims could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse
Effect.

5.13  Regulated Entities.  None of the Company, any Person
controlling the Company, or any Subsidiary of the Company, is
(a) an "Investment Company" within the meaning of the Investment
Company Act of 1940; or (b) subject to regulation under the
Public Utility Holding Company Act of 1935, the Federal Power
Act, the Interstate Commerce Act, any state public utilities
code, or any other Federal or state statute or regulation
limiting its ability to incur indebtedness.

5.14  No Burdensome Restrictions.  Neither the Company nor
any of its Subsidiaries is a party to or bound by any
Contractual Obligation, or subject to any charter or corporate
restriction, or any Requirement of Law, which could reasonably
be expected to have a Material Adverse Effect.

5.15  Copyrights, Patents, Trademarks and Licenses, etc.
The Company or its Subsidiaries own or are licensed or otherwise
have the right to use all of the patents, trademarks, service
marks, trade names, copyrights, contractual franchises,
authorizations and other rights that are reasonably necessary
for the operation of their respective businesses, without
conflict with the rights of any other Person.  To the best
knowledge of the Company, no slogan or other advertising device,
product, process, method, substance, part or other material now
employed, or now contemplated to be employed, by the Company or
any of its Subsidiaries infringes upon any rights held by any
other Person; except as specifically disclosed in Schedule 5.05,
no claim or litigation regarding any of the foregoing is pending
or threatened, and no patent, invention, device, application,
principle or any statute, law, rule, regulation, standard or
code is pending or, to the knowledge of the Company, proposed,
which, in either case, could reasonably be expected to have a
Material Adverse Effect.

5.16  Subsidiaries.  As of the Closing Date, the Company has
no Subsidiaries other than those specifically disclosed in part
(a) of Schedule 5.16 hereto and has no equity investments in any
other corporation or entity other than those specifically
disclosed in part (b) of Schedule 5.16.

5.17  Insurance.  The Properties of the Company and its
Subsidiaries are insured with financially sound and reputable

begin page 32

insurance companies not Affiliates of the Company, in such
amounts, with such deductibles and covering such risks as are
customarily carried by companies engaged in similar businesses
and owning similar Properties in localities where the Company or
such Subsidiary operates.

5.18  Full Disclosure.  None of the representations or
warranties made by the Company or any of its Subsidiaries in the
Loan Documents as of the date such representations and
warranties are made or deemed made, and none of the statements
contained in each exhibit, report, statement or certificate
furnished by or on behalf of the Company or any of its
Subsidiaries in connection with the Loan Documents (including
the offering and disclosure materials delivered by or on behalf
of the Company to the Banks prior to the Closing Date), contains
any untrue statement of a material fact or omits any material
fact required to be stated therein or necessary to make the
statements made therein, in light of the circumstances under
which they are made, not misleading as of the time when made or
delivered.

ARTICLE VI
AFFIRMATIVE COVENANTS

The Company covenants and agrees that, so long as any Bank
shall have any Commitment hereunder, or any Loan or other
Obligation shall remain unpaid or unsatisfied, unless the
Majority Banks waive compliance in writing:

6.01  Financial Statements.  The Company shall deliver the
following to the Agent, all in form and detail satisfactory to
the Agent and Majority Banks and in such number of copies as
each Bank may request:

(a)  as soon as available, but not later than
thirty (30) days after and as of the close of each of the
Company's monthly accounting periods, a financial statement
for the Company prepared by the Company on a consolidated
and consolidating basis, which shall include the Company's
balance sheet as of the close of such period, and the
Company's statement of income for such period and that
portion of the fiscal year ending with such period, prepared
on a consolidated basis and certified by a Responsible
Officer as being complete and correct and fairly presenting
the Company's financial condition and results of operations;

(b)  as soon as available, but not later than one
hundred twenty (120) days after and as of the close of each
of the Company's fiscal years, a complete copy of the
Company's audit report for such year, together with a copy
of the Company's filed Securities and Exchange Commission
Report 10-K for said fiscal year, which audit report shall
include at least the Company's balance sheet as of the close
of such year and the Company's statement of income and

begin page 33

retained earnings and statement of cash flow for such year,
all prepared on a consolidated basis and certified by
Deloitte & Touche or another independent public accountant
selected by the Company and satisfactory to the Majority
Banks, which certificate shall not be qualified in any
manner whatsoever and which certificate shall include or be
accompanied by a statement from such accountant that during
its examination nothing came to its attention that would
cause it to believe that as of the end of such fiscal year
the Company was not in compliance with the terms, covenants,
provisions or conditions of Sections 6.02, 6.03, 6.04 and
6.05 of this Agreement;

(c)  as soon as available, but not later than
thirty (30) days after and as of the end of each of the
Company's fiscal quarters, a certificate from a Responsible
Officer that there exists no Event of Default or
circumstance which, upon a lapse of time or giving of notice
or both, would become an Event of Default, and as soon as
available, but not later than fifty (50) days after the end
of each of the Company's fiscal quarters, a copy of the
Company's filed Securities and Exchange Commission Report 10-
Q for said fiscal quarter;

(d)  promptly upon receipt by the Company, copies
of all management letters or reports or other reports
submitted to the Company by any independent certified public
accountant in connection with any examination of the
Company's financial records made by such accountant;

(e)  from time to time such other information as
the Agent, at the request of any Bank, may reasonably
request.

6.02  Tangible Net Worth.  The Company shall maintain on a
consolidated basis Tangible Net Worth in amounts not less than
the amounts indicated below at all times during the periods
specified below:

Time Period                  Tangible Net Worth

From the first date of this                   $180,000,000
Agreement through
the day before the last day of the
Fourth Quarter in Fiscal Year 1994

From the last day of the Fourth               $200,000,000
Quarter in Fiscal Year 1994 through
the day before the last day of the
Fourth Quarter in Fiscal Year 1995

begin page 34

From the last day of the Fourth               $220,000,000
Quarter in Fiscal Year 1995 through
the day before the last day of the
Fourth Quarter in Fiscal Year 1996

From the last day of the Fourth               $250,000,000
Quarter in Fiscal Year 1996 through
the day before the last day of the
Fourth Quarter in Fiscal Year 1997

From the last day of the Fourth               $280,000,000
Quarter in Fiscal Year 1997 through
the day before the last day of the
Fourth Quarter in Fiscal Year 1998

Thereafter                                    $300,000,000

provided, however, that from and after the time that the Company
has repurchased (under programs authorized on February 4, 1993
and November 17, 1993 or thereafter) (a) two million of its
outstanding shares, plus (b) an additional number of its shares
for a consideration of at least $15,000,001; then the minimum
Tangible Net Worth requirement shall be as specified below.  The
Company promises to notify the Agent, via a certificate signed
by a Responsible Officer, promptly when the foregoing event has
occurred:

Time Period                   Tangible Net Worth

From the first date of this                   $180,000,000
Agreement through
the day before the last day of the
Fourth Quarter in Fiscal Year 1995

From the last day of the Fourth               $210,000,000
Quarter in Fiscal Year 1995 through
the day before the last day of the
Fourth Quarter in Fiscal Year 1996

From the last day of the Fourth               $235,000,000
Quarter in Fiscal Year 1996 through
the day before the last day of the
Fourth Quarter in Fiscal Year 1997

From the last day of the Fourth               $270,000,000
Quarter in Fiscal Year 1997 through
the day before the last day of the
Fourth Quarter in Fiscal Year 1998

Thereafter                                    $300,000,000

6.03  Leverage Ratio.  The Company shall maintain on a
consolidated basis a Leverage Ratio not greater than the amounts
indicated below at and as of the times specified below:

begin page 35

Date of Determination                    Leverage Ratio

End of First, Second and Third                     1.80
Quarters in Fiscal Year 1994

December 31, 1994                                  1.35

End of Fiscal Year 1994                            1.50

End of First, Second and Third                     1.70
Quarters in Fiscal Year 1995

December 31, 1995                                  1.30

End of Fiscal Year 1995                            1.45

End of First, Second and Third                     1.70
Quarters in Fiscal Year 1996

December 31, 1996                                  1.25

End of Fiscal Year 1996                            1.40

End of First, Second and Third                     1.60
Quarters in Fiscal Year 1997

December 31, 1997                                  1.20

End of Fiscal Year 1997                            1.35

End of First, Second and Third                     1.50
Quarters in Fiscal Year 1998

December 31, 1998                                  1.20

End of Fiscal Year 1998                            1.30

6.04  Pretax Earnings.  The Company shall maintain on a
consolidated basis cumulative fiscal year-to-date pretax
earnings as reported in the Company's financial statements
(exclusive of any recoveries related to the Company's reserves
for store closings) not less than amounts indicated below at and
as of the times specified below:

Date of Determination                        Pretax Earnings

End of Second Quarter in                      $ 9,000,000
Fiscal Year 1994

End of Fiscal Year 1994                       $35,000,000

End of Second Quarter in                      $10,000,000
Fiscal Year 1995

End of Fiscal Year 1995                       $35,000,000

begin page 36

End of Second Quarter in                      $11,000,000
Fiscal Year 1996

End of Fiscal Year 1996                       $35,000,000

End of Second Quarter in                      $11,000,000
Fiscal Year 1997

End of Fiscal Year 1997                       $40,000,000

End of Second Quarter in                      $12,000,000
Fiscal Year 1998

End of Fiscal Year 1998                       $40,000,000

6.05  Fixed Charge Coverage Ratio.  The Company shall
maintain on a consolidated basis a ratio of (a) the sum of
EBITDA, rent expense and lease expense to (b) the sum of rent
expense, lease expense, all accrued income taxes, interest
expense, excess dividends and the current portion of long term
debt; at least equal to 1.25:1.00.  This ratio will be
calculated at the end of each fiscal quarter, using the results
of that quarter and each of the 3 immediately preceding quarters
(the "calculation period").  The current portion of long term
debt will be measured as of the last day of the quarter,
excluding the proceeds of this Agreement and excluding the
Company's existing $23 million credit facility due November 1,
1994.  "Excess dividends" means dividends paid in excess of
$5,000,000 in the calculation period.

6.06  Notices.  The Company shall promptly notify the Agent
and each Bank:

(a)  of the occurrence of any Default or Event of
Default, and of the occurrence or existence of any event or
circumstance that foreseeably will become a Default or Event of
Default;

(b)  of any matter that has resulted or may result in a
Material Adverse Effect, including (i) breach or non-performance
of, or any default under, a Contractual Obligation of the
Company or any Subsidiary; (ii) any dispute, litigation,
investigation, proceeding or suspension between the Company or
any Subsidiary and any Governmental Authority; or (iii) the
commencement of, or any material development in, any litigation
or proceeding affecting the Company or any Subsidiary; including
pursuant to any applicable Environmental Laws;

(c)  of any of the following events affecting the
Company or any ERISA Affiliate (but in no event more than 10
days after such event), together with a copy of any notice with
respect to such event that may be required to be filed with a
Governmental Authority and any notice delivered by a
Governmental Authority to the Company or any ERISA Affiliate
with respect to such event:

begin page 37

(i)   an ERISA Event;

(ii)  if any of the representations and warranties
in Section 5.07 cease to be true and correct;

(iii) the adoption of any new Pension Plan or
other Plan subject to Section 412 of the Code by the Company
or an ERISA Affiliate;

(iv)  the adoption of any amendment to a Pension
Plan or other Plan subject to Section 412 of the Code, if
such amendment results in a material increase in
contributions or Unfunded Pension Liability; or

(v)   the commencement of contributions by the
Company or an ERISA Affiliate to any Pension Plan,
Multiemployer Plan or other Plan subject to Section 412 of
the Code;

(d)  of any change in accounting policies or financial
reporting practices by the Company or any of its Subsidiaries.

(e)  of any new Subsidiaries other than those
specifically disclosed in part (a) of Schedule 5.16 hereto; or
any new equity investments other than those specifically
disclosed in part (b) of Schedule 5.16.

Each notice pursuant to this Section shall be
accompanied by a written statement by a Responsible Officer of
the Company setting forth details of the occurrence referred to
therein, and stating what action the Company proposes to take
with respect thereto and at what time.  Each notice under
subsection (a) shall describe with particularity any and all
clauses or provisions of this Agreement or other Loan Document
that have been breached or violated.

6.07  Preservation of Corporate Existence, Etc.  The Company
shall, and shall cause each of its Subsidiaries to:

(a)  preserve and maintain in full force and effect its
corporate existence and good standing under the laws of its
state or jurisdiction of incorporation;

(b)  preserve and maintain in full force and effect all
rights, privileges, qualifications, permits, licenses and
franchises necessary or desirable in the normal conduct of its
business except in connection with transactions permitted by
Section 7.03 and sales of assets permitted by Section 7.02;

(c)  use its reasonable efforts, in the ordinary course
of business, to preserve its business organization and preserve
the goodwill and business of the customers, suppliers and others
having material business relations with it; and

begin page 38

(d)  preserve or renew all of its registered
trademarks, trade names and service marks, the non-preservation
of which could reasonably be expected to have a Material Adverse
Effect.

6.08  Maintenance of Property.  The Company shall maintain,
and shall cause each of its Subsidiaries to maintain, and
preserve all its property which is used or useful in its
business in good working order and condition, ordinary wear and
tear excepted, except as permitted by Section 7.02.  The Company
shall use the standard of care typical in the industry in the
operation and maintenance of its facilities.

6.09  Insurance.  The Company shall maintain, and shall
cause each of its Subsidiaries to maintain, with financially
sound and reputable independent insurers, insurance with respect
to its Properties and business against loss or damage of the
kinds customarily insured against by Persons engaged in the same
or similar business, of such types and in such amounts as are
customarily carried under similar circumstances by such other
Persons.

6.10  Payment of Obligations.  The Company shall, and shall
cause its Subsidiaries to, pay and discharge as the same shall
become due and payable, all their respective obligations and
liabilities, including:

(a)  all tax liabilities, assessments and governmental
charges or levies upon it or its properties or assets, unless
the same are being contested in good faith by appropriate
proceedings and adequate reserves in accordance with GAAP are
being maintained by the Company or such Subsidiary;

(b)  all lawful claims which, if unpaid, would by law
become a Lien upon its property; and

(c)  all indebtedness, as and when due and payable, but
subject to any subordination provisions contained in any
instrument or agreement evidencing such indebtedness.

6.11  Compliance with Laws.  The Company shall comply, and
shall cause each of its Subsidiaries to comply, in all material
respects with all Requirements of Law of any Governmental
Authority having jurisdiction over it or its business (including
the Federal Fair Labor Standards Act), except such as may be
contested in good faith or as to which a bona fide dispute may
exist.

6.12  Inspection of Property and Books and Records.  The
Company and its Subsidiaries shall maintain proper books of
record and account in accordance with GAAP.  The Company and its
Subsidiaries shall permit representatives and independent
contractors of the Agent or any Bank to inspect any of their
respective Properties, to examine their books and records, and
make copies thereof, and to discuss their affairs with their

begin page 39

respective directors, officers, and independent public
accountants, all at reasonable times during normal business
hours; provided, however, when an Event of Default exists the
Agent or any Bank may do any of the foregoing at the expense of
the Company.

6.13  Environmental Laws.  The Company shall, and shall
cause each of its Subsidiaries to, conduct its operations and
keep and maintain its property in compliance with all
Environmental Laws.

6.14  Use of Proceeds. The Company shall use the proceeds of
the Loans solely as follows: (a) approximately $23,000,000 to
refinance the Company's existing senior term debt; (b) to fund
repurchase by the Company of the Company's own stock, with such
stock being retired upon its repurchase; (c) to finance capital
expenditures; and (d) for general corporate purposes.

ARTICLE VII
NEGATIVE COVENANTS

The Company hereby covenants and agrees that, so long as any
Bank shall have any Commitment hereunder, or any Loan or other
Obligation shall remain unpaid or unsatisfied, unless the
Majority Banks waive compliance in writing:

7.01  Limitation on Liens.  The Company shall not, and the
Company shall not suffer or permit any of its Subsidiaries to,
create, assume or suffer to exist any security interest, lien
(including, but not limited to, the lien of an attachment,
judgment or execution) or encumbrance, securing a charge or
obligation, on or with respect to any real or personal property
of the Company or any Subsidiary whether now owned or hereafter
acquired, except:

(a)  liens for current taxes, assessments or other
governmental charges which are not delinquent or remain
payable without any penalty, or the validity of which is
contested in good faith by appropriate proceedings upon stay
of execution of the enforcement thereof;

(b)  deposits or pledges to secure:

(i)  statutory obligations;

(ii)  surety or appeal bonds;

(iii)  bonds for release of attachment, stay
of execution or injunction; or

(iv)  performance of bids, tenders, contracts
(other than for the repayment of borrowed money) or
leases, or for purposes of like general nature in the
ordinary course of its business as presently conducted;

begin page 40

(c)  purchase money liens and liens on real
property securing construction or permanent real estate
financing where the lien does not exceed 100% of the cost of
the real property and all improvements thereon and does not
extend beyond the property purchased or constructed; and

(d)  security interests and liens securing charges
or obligations of the Company or any Subsidiary in amounts
not to exceed an aggregate of $2,000,000 in addition to
those permitted under subsections (a) through (c) of this
Section.

7.02  Disposition of Assets.  The Company shall not, and
shall not suffer or permit any of its Subsidiaries to, directly
or indirectly, sell, assign, lease, convey, transfer or
otherwise dispose of (whether in one or a series of
transactions) any property (including accounts and notes
receivable, with or without recourse) or enter into any
agreement to do any of the foregoing, except:

(a)  dispositions of inventory, or used, worn-out or
surplus equipment, all in the ordinary course of business;

(b)  the sale of equipment to the extent that such
equipment is exchanged for credit against the purchase price of
similar replacement equipment, or the proceeds of such sale are
reasonably promptly applied to the purchase price of such
replacement equipment; and

(c)  dispositions of property by the Company or any of
its Subsidiaries to the Company or any of its Subsidiaries
pursuant to reasonable business requirements; provided, however,
that such dispositions do not result in the movement of any such
property from a domestic Subsidiary to a Subsidiary located
outside the United States.

7.03  Consolidations and Mergers.  The Company shall not,
and shall not suffer or permit any of its Subsidiaries to,
merge, consolidate with or into, or convey, transfer, lease or
otherwise dispose of (whether in one transaction or in a series
of transactions) all or substantially all of its assets (whether
now owned or hereafter acquired) to or in favor of any Person.

7.04  Loans; Advances; Investments; Acquisitions;
Guarantees.  Make, or permit any Subsidiary to make, any loans
or advances to, or any investment in, any person or entity; nor
acquire, or permit any Subsidiary to acquire, any interest in
any entity; nor enter into, or permit any Subsidiary to enter
into, any joint venture; nor guarantee or become liable, or
permit any Subsidiary to guarantee or become liable, in any way
as surety, endorser (other than as endorser of negotiable
instruments for deposit or collection in the ordinary course of
business), accommodation endorser or otherwise for, any
liabilities or obligations of any other person or entity, except
any of the foregoing in any fiscal year so long as the total

begin page 41

dollar amount of all such transactions by the Company and the
Subsidiaries does not exceed an aggregate of (a) 10% of the
Company's Tangible Net Worth as of the end of the immediately
preceding fiscal year, plus (b) the cost of the acquisitions and
investments financed by the issuance of equity.

7.05  Transactions with Affiliates.  The Company shall not,
and shall not suffer or permit any of its Subsidiaries to, enter
into any transaction with any Affiliate of the Company or of any
such Subsidiary, except (a) as expressly permitted by this
Agreement, or (b) in the ordinary course of business and
pursuant to the reasonable requirements of the business of the
Company or such Subsidiary; in each case (a) and (b), upon fair
and reasonable terms no less favorable to the Company or such
Subsidiary than would obtain in a comparable arm's-length
transaction with a Person not an Affiliate of the Company or
such Subsidiary.

7.06  Use of Proceeds.  The Company shall not and shall not
suffer or permit any of its Subsidiaries to use any portion of
the Loan proceeds, directly or indirectly, (i) to purchase or
carry Margin Stock (except the repurchase by the Company of the
Company's own stock, with such stock being retired upon its
repurchase), (ii) to repay or otherwise refinance indebtedness
of the Company or others incurred to purchase or carry Margin
Stock, (iii) to extend credit for the purpose of purchasing or
carrying any Margin Stock, or (iv) to acquire any security in
any transaction that is subject to Section 13 or 14 of the
Exchange Act.

7.07  Use of Proceeds - Ineligible Securities.  The Company
shall not, directly or indirectly, use any portion of the Loan
proceeds (i) knowingly to purchase Ineligible Securities from
the Arranger during any period in which the Arranger makes a
market in such Ineligible Securities, (ii) knowingly to purchase
during the underwriting or placement period Ineligible
Securities being underwritten or privately placed by the
Arranger, or (iii) to make payments of principal or interest on
Ineligible Securities underwritten or privately placed by the
Arranger and issued by or for the benefit of the Company or any
Affiliate of the Company.

7.08  Compliance with ERISA.  The Company shall not, and
shall not suffer or permit any of its Subsidiaries to, (i)
terminate any Plan subject to Title IV of ERISA so as to result
in any material (in the opinion of the Majority Banks) liability
to the Company or any ERISA Affiliate, (ii) permit to exist any
ERISA Event or any other event or condition, which presents the
risk of a material (in the opinion of the Majority Banks)
liability to any member of the Controlled Group, (iii) make a
complete or partial withdrawal (within the meaning of ERISA
Section 4201) from any Multiemployer Plan so as to result in any
material (in the opinion of the Majority Banks) liability to the
Company or any ERISA Affiliate, (iv) enter into any new Plan or
modify any existing Plan so as to increase its obligations

begin page 42

thereunder which could result in any material (in the opinion of
the Majority Banks) liability to any member of the Controlled
Group, or (v) permit the present value of all nonforfeitable
accrued benefits under any Plan (using the actuarial assumptions
utilized by the PBGC upon termination of a Plan) materially (in
the opinion of the Majority Banks) to exceed the fair market
value of Plan assets allocable to such benefits, all determined
as of the most recent valuation date for each such Plan.

7.09  Fixed Assets.  Enter or permit any Subsidiary to enter
into any sale and leaseback agreement or agreements covering any
of its fixed assets; expend or incur, or permit any Subsidiary
to expend or incur, obligations for the acquisition of fixed
assets or the leasing of fixed assets (to include the cost of
equipment for operating or capital leases and to exclude
obligations under operating leases for real property), except:

(a)  expenditures for the purchase of fixed assets
(net of construction allowances) to be held by the Company
or leased under a sale and leaseback arrangement, and/or the
invoice cost of fixed assets under lease, so long as the
total dollar amount of all such transactions in any fiscal
year does not exceed an aggregate of $60,000,000 in such
fiscal year;

(b)  additional expenditures not included by the
Company under subsection (a) hereof, in amounts not to
exceed an aggregate of $500,000 in any fiscal year for the
leasing of fixed assets; and

(c)  additional expenditures not included by the
Company under subsection (a) hereof, in amounts not to
exceed an aggregate of $10,000,000 for future expansion of
the Company's East Coast distribution and warehouse
facilities.

7.10  Change in Business.  The Company shall not, and shall
not permit any of its Subsidiaries to, engage in any material
line of business substantially different from those lines of
business carried on by it on the date hereof.

7.11  Change in Structure.  The Company shall not and shall
not permit any of its Subsidiaries to, make any changes in its
equity capital structure (including in the terms of its
outstanding stock, but excluding the Company's stock repurchase
programs), or amend its certificate of incorporation or by-laws
in any material respect.

7.12  Accounting Changes.  The Company shall not, and shall
not suffer or permit any of its Subsidiaries to, make any
significant change in accounting treatment or reporting
practices, except as required by GAAP, or change the fiscal year
of the Company or of any of its consolidated Subsidiaries.

begin page 43

ARTICLE VIII
EVENTS OF DEFAULT

8.01  Event of Default.  Any of the following shall
constitute an "Event of Default":

(a)  Non-Payment.  The Company fails to pay, (i) within
one calendar day after the same shall become due, any amount of
principal of any Loan, or (ii) within five calendar days after
the same shall become due, any interest, fee or any other amount
payable hereunder or pursuant to any other Loan Document; or

(b)  Representation or Warranty.  Any representation or
warranty by the Company or any of its Subsidiaries made or
deemed made herein, in any Loan Document, or which is contained
in any certificate, document or financial or other statement by
the Company, any of its Subsidiaries, or their respective
Responsible Officers, furnished at any time under this
Agreement, or in or under any Loan Document, shall prove to have
been incorrect in any material respect on or as of the date made
or deemed made; or

(c)  Specific Defaults.  The Company fails to perform
or observe any term, covenant or agreement contained in Sections
6.02 through 6.05 and 6.09 or Article VII; or

(d)  Other Defaults.  The Company fails to perform or
observe any other term or covenant contained in this Agreement
or any Loan Document, and such default shall continue unremedied
for a period of 20 days after the earlier of (i) the date upon
which a Responsible Officer of the Company knew or should have
known of such failure or (ii) the date upon which written notice
thereof is given to the Company by the Agent or any Bank; or

(e)  Cross-Default.  The Company or any of its
Subsidiaries (i) fails to make any payment in respect of any
indebtedness, guaranty obligation or other contingent
obligation, having an aggregate principal amount (including
undrawn committed or available amounts and including amounts
owing to all creditors under any combined or syndicated credit
arrangement) of more than $500,000, when due (whether by
scheduled maturity, required prepayment, acceleration, demand,
or otherwise) and such failure continues after the applicable
grace or notice period, if any, specified in the document
relating thereto on the date of such failure; or (ii) fails to
perform or observe any other condition or covenant, or any other
event shall occur or condition exist, under any agreement or
instrument relating to any such indebtedness, guaranty
obligation or other contingent obligation, and such failure
continues after the applicable grace or notice period, if any,
specified in the document relating thereto on the date of such
failure if the effect of such failure, event or condition is to
cause, or to permit the holder or holders of such indebtedness
or beneficiary or beneficiaries of such indebtedness (or a
trustee or agent on behalf of such holder or holders or

begin page 44

beneficiary or beneficiaries) to cause such indebtedness to be
declared to be due and payable prior to its stated maturity, or
such guaranty obligation or other contingent obligation to
become payable or cash collateral in respect thereof to be
demanded; or (iii) any event of default of any kind occurs under
the Company's syndicated credit agreement dated July 31, 1993
with Wells Fargo Bank, N.A., as agent, or under any revision,
amendment or substitution for such Agreement.

(f)  Insolvency; Voluntary Proceedings.  The Company or
any of its Subsidiaries (i) ceases or fails to be solvent, or
generally fails to pay, or admits in writing its inability to
pay, its debts as they become due, subject to applicable grace
periods, if any, whether at stated maturity or otherwise; (ii)
voluntarily ceases to conduct its business in the ordinary
course; (iii) commences any Insolvency Proceeding with respect
to itself; or (iv) takes any action to effectuate or authorize
any of the foregoing; or

(g)  Involuntary Proceedings.  (i) Any involuntary
Insolvency Proceeding is commenced or filed against the Company
or any Subsidiary of the Company, or any writ, judgment, warrant
of attachment, execution or similar process, is issued or levied
against a substantial part of the Company's or any of its
Subsidiaries' Properties, and any such proceeding or petition
shall not be dismissed, or such writ, judgment, warrant of
attachment, execution or similar process shall not be released,
vacated or fully bonded within 60 days after commencement,
filing or levy; (ii) the Company or any of its Subsidiaries
admits the material allegations of a petition against it in any
Insolvency Proceeding, or an order for relief (or similar order
under non-U.S. law) is ordered in any Insolvency Proceeding; or
(iii) the Company or any of its Subsidiaries acquiesces in the
appointment of a receiver, trustee, custodian, conservator,
liquidator, mortgagee in possession (or agent therefor), or
other similar Person for itself or a substantial portion of its
property or business;

(h)  ERISA.  (i) An ERISA Event shall occur with
respect to a Pension Plan or Multiemployer Plan which has
resulted or could reasonably expected to result in liability of
the Company under Title IV of ERISA to the Pension Plan,
Multiemployer Plan or the PBGC in an aggregate amount in excess
of $1,000,000; (ii) the commencement or increase of
contributions to, or the adoption of or the amendment of a
Pension Plan by the Company or an ERISA Affiliate which has
resulted or could reasonably be expected to result in an
increase in Unfunded Pension Liability among all Pension Plans
in an aggregate amount in excess of $1,000,000; (iii) any of the
representations and warranties contained in Section 5.07 shall
cease to be true and correct in any material respect; or (iv)
the Company or an ERISA Affiliate shall fail to pay when due,
after the expiration of any applicable grace period, any
installment payment with respect to its withdrawal liability
under Section 4201 of ERISA under a Multiemployer Plan, which

begin page 45

has resulted or could reasonably be expected to result in a
Material Adverse Effect.

(i)  Monetary Judgments.  One or more non-interlocutory
judgments, non-interlocutory orders, decrees or arbitration
awards shall be entered against the Company or any of its
Subsidiaries involving in the aggregate a liability (not fully
covered by independent third-party insurance) as to any single
or related series of transactions, incidents or conditions, of
$1,000,000 or more, and the same shall remain unsatisfied,
unvacated and unstayed pending appeal for a period of 30 days
after the entry thereof; or

(j)  Non-Monetary Judgments.  Any non-monetary
judgment, order or decree shall be rendered against the Company
or any of its Subsidiaries which does or would reasonably be
expected to have a Material Adverse Effect, and there shall be
any period of 10 consecutive days during which a stay of
enforcement of such judgment or order, by reason of a pending
appeal or otherwise, shall not be in effect; or

(k)  Ownership.  Any one shareholder holds in the
aggregate a direct or indirect beneficial equity interest in the
Company equal to 35% or more of the total equity interest of the
Company; or

(l)  Loss of Licenses.  Any other Governmental
Authority shall revoke or fail to renew any material license,
permit or franchise of the Company or any of its Subsidiaries or
the Company or any of its Subsidiaries shall for any reason lose
any material license, permit or franchise or the Company or any
of its Subsidiaries shall suffer the imposition of any
restraining order, escrow, suspension or impound of funds in
connection with any proceeding (judicial or administrative) with
respect to any material license, permit or franchise; or

(m)  Adverse Change.  There shall occur a Material
Adverse Effect; or

(n)  Other Revolving Commitments.  Without the prior
written consent of all Banks, the Company ceases to have
available revolving credit commitments for working capital
requirements (other than under this Agreement) in an amount at
least equal to Eighty Million Dollars ($80,000,000); or the
credit agreements covering such commitments do not have a cross-
default clause providing that a default under this Agreement
will constitute a default under the other commitments.

8.02  Remedies.  If any Event of Default occurs, the Agent
shall, at the request of, or may, with the consent of, the
Majority Banks,

(a)  declare the Commitment of each Bank to make Loans
to be terminated, whereupon such Commitments shall forthwith be
terminated;

begin page 46

(b)  declare the unpaid principal amount of all
outstanding Loans, all interest accrued and unpaid thereon, and
all other amounts owing or payable hereunder or under any other
Loan Document to be immediately due and payable; without
presentment, demand, protest or other notice of any kind, all of
which are hereby expressly waived by the Company; and

(c)  exercise on behalf of itself and the Banks all
rights and remedies available to it and the Banks under the Loan
Documents or applicable law;

provided, however, that upon the occurrence of any event
specified in paragraph (f) or (g) of Section 8.01 above (in the
case of clause (i) of paragraph (g) upon the expiration of the
60-day period mentioned therein), the obligation of each Bank to
make Loans shall automatically terminate and the unpaid
principal amount of all outstanding Loans and all interest and
other amounts as aforesaid shall automatically become due and
payable without further act of the Agent or any Bank.

8.03  Rights Not Exclusive.  The rights provided for in this
Agreement and the other Loan Documents are cumulative and are
not exclusive of any other rights, powers, privileges or
remedies provided by law or in equity, or under any other
instrument, document or agreement now existing or hereafter
arising.

ARTICLE IX
THE AGENT

9.01  Appointment and Authorization.  Each Bank hereby
irrevocably appoints, designates and authorizes the Agent to
take such action on its behalf under the provisions of this
Agreement and each other Loan Document and to exercise such
powers and perform such duties as are expressly delegated to it
by the terms of this Agreement or any other Loan Document,
together with such powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary contained
elsewhere in this Agreement or in any other Loan Document, the
Agent shall not have any duties or responsibilities, except
those expressly set forth herein, nor shall the Agent have or be
deemed to have any fiduciary relationship with any Bank, and no
implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or
any other Loan Document or otherwise exist against the Agent.

9.02  Delegation of Duties.  The Agent may execute any of
its duties under this Agreement or any other Loan Document by or
through agents, employees or attorneys-in-fact and shall be
entitled to advice of counsel concerning all matters pertaining
to such duties.  The Agent shall not be responsible for the
negligence or misconduct of any agent or attorney-in-fact that
it selects with reasonable care.

begin page 47

9.03  Liability of Agent.  None of the Agent-Related Persons
shall (i) be liable for any action taken or omitted to be taken
by any of them under or in connection with this Agreement or any
other Loan Document (except for its own gross negligence or
willful misconduct), or (ii) be responsible in any manner to any
of the Banks for any recital, statement, representation or
warranty made by the Company or any Subsidiary or Affiliate of
the Company, or any officer thereof, contained in this Agreement
or in any other Loan Document, or in any certificate, report,
statement or other document referred to or provided for in, or
received by the Agent under or in connection with, this
Agreement or any other Loan Document, or the validity,
effectiveness, genuineness, enforceability or sufficiency of
this Agreement or any other Loan Document, or for any failure of
the Company or any other party to any Loan Document to perform
its obligations hereunder or thereunder.  No Agent-Related
Person shall be under any obligation to any Bank to ascertain or
to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement or any
other Loan Document, or to inspect the Properties, books or
records of the Company or any of the Company's Subsidiaries or
Affiliates.

9.04  Reliance by Agent.

(a)  The Agent shall be entitled to rely, and shall be
fully protected in relying, upon any writing, resolution,
notice, consent, certificate, affidavit, letter, telegram,
facsimile, telex or telephone message, statement or other
document or conversation believed by it to be genuine and
correct and to have been signed, sent or made by the proper
Person or Persons, and upon advice and statements of legal
counsel (including counsel to the Company), independent
accountants and other experts selected by the Agent. The Agent
shall be fully justified in failing or refusing to take any
action under this Agreement or any other Loan Document unless it
shall first receive such advice or concurrence of the Majority
Banks as it deems appropriate and, if it so requests, it shall
first be indemnified to its satisfaction by the Banks against
any and all liability and expense which may be incurred by it by
reason of taking or continuing to take any such action.  The
Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement or any other Loan
Document in accordance with a request or consent of the Majority
Banks and such request and any action taken or failure to act
pursuant thereto shall be binding upon all of the Banks.

(b)  For purposes of determining compliance with the
conditions specified in Section 4.01, each Bank that has
executed this Agreement shall be deemed to have consented to,
approved or accepted or to be satisfied with each document or
other matter either sent by the Agent to such Bank for consent,
approval, acceptance or satisfaction, or required thereunder to
be consented to or approved by or acceptable or satisfactory to
the Bank.

begin page 48

9.05  Notice of Default.  The Agent shall not be deemed to
have knowledge or notice of the occurrence of any Default or
Event of Default, except with respect to defaults in the payment
of principal, interest and fees required to be paid to the Agent
for the account of the Banks, unless the Agent shall have
received written notice from a Bank or the Company referring to
this Agreement, describing such Default or Event of Default and
stating that such notice is a "notice of default".  In the event
that the Agent receives such a notice, the Agent shall give
notice thereof to the Banks.  The Agent shall take such action
with respect to such Default or Event of Default as shall be
requested by the Majority Banks in accordance with Article VIII;
provided, however, that unless and until the Agent shall have
received any such request, the Agent may (but shall not be
obligated to) take such action, or refrain from taking such
action, with respect to such Default or Event of Default as it
shall deem advisable or in the best interest of the Banks.

9.06  Credit Decision.  Each Bank expressly acknowledges
that none of the Agent-Related Persons has made any
representation or warranty to it and that no act by the Agent
hereinafter taken, including any review of the affairs of the
Company and its Subsidiaries shall be deemed to constitute any
representation or warranty by the Agent to any Bank.  Each Bank
represents to the Agent that it has, independently and without
reliance upon the Agent and based on such documents and
information as it has deemed appropriate, made its own appraisal
of and investigation into the business, prospects, operations,
property, financial and other condition and creditworthiness of
the Company and its Subsidiaries, and all applicable bank
regulatory laws relating to the transactions contemplated
thereby, and made its own decision to enter into this Agreement
and extend credit to the Company hereunder.  Each Bank also
represents that it will, independently and without reliance upon
the Agent and based on such documents and information as it
shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not
taking action under this Agreement and the other Loan Documents,
and to make such investigations as it deems necessary to inform
itself as to the business, prospects, operations, property,
financial and other condition and creditworthiness of the
Company.  Except for notices, reports and other documents
expressly herein required to be furnished to the Banks by the
Agent, the Agent shall not have any duty or responsibility to
provide any Bank with any credit or other information concerning
the business, prospects, operations, property, financial and
other condition or creditworthiness of the Company which may
come into the possession of any of the Agent-Related Persons.

9.07  Indemnification.  Whether or not the transactions
contemplated hereby are consummated, the Banks shall indemnify
upon demand the Agent-Related Persons (to the extent not
reimbursed by or on behalf of the Company and without limiting
the obligation of the Company to do so), pro rata, from and
against any and all Indemnified Liabilities; provided, however,

begin page 49

that no Bank shall be liable for the payment to the
Agent-Related Persons of any portion of such Indemnified
Liabilities resulting solely from such Person's gross negligence
or willful misconduct.  Without limitation of the foregoing,
each Bank shall reimburse the Agent upon demand for its ratable
share of any costs or out-of-pocket expenses (including Attorney
Costs) incurred by the Agent in connection with the preparation,
execution, delivery, administration, modification, amendment or
enforcement (whether through negotiations, legal proceedings or
otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement, any other Loan Document,
or any document contemplated by or referred to herein, to the
extent that the Agent is not reimbursed for such expenses by or
on behalf of the Company.  The undertaking in this Section shall
survive the payment of all Obligations hereunder and the
resignation or replacement of the Agent.

9.08  Agent in Individual Capacity.  BofA and its Affiliates
may make loans to, issue letters of credit for the account of,
accept deposits from, acquire equity interests in and generally
engage in any kind of banking, trust, financial advisory,
underwriting or other business with the Company and its
Subsidiaries and Affiliates as though BofA were not the Agent
hereunder and without notice to or consent of the Banks.  The
Banks acknowledge that, pursuant to such activities, BofA or its
Affiliates may receive information regarding the Company or its
Affiliates (including information that may be subject to
confidentiality obligations in favor of the Company or such
Subsidiary) and acknowledge that the Agent shall be under no
obligation to provide such information to them.  With respect to
its Loans, BofA shall have the same rights and powers under this
Agreement as any other Bank and may exercise the same as though
it were not the Agent, and the terms "Bank" and "Banks" include
BofA in its individual capacity.

9.09  Successor Agent.  The Agent may, and at the request of
the Majority Banks shall, resign as Agent upon 30 days' notice
to the Banks.  If the Agent shall resign as Agent under this
Agreement, the Majority Banks shall appoint from among the Banks
a successor agent for the Banks which successor agent shall be
approved by the Company.  If no successor agent is appointed
prior to the effective date of the resignation of the Agent, the
Agent may appoint, after consulting with the Banks and the
Company, a successor agent from among the Banks.  Upon the
acceptance of its appointment as successor agent hereunder, such
successor agent shall succeed to all the rights, powers and
duties of the retiring Agent and the term "Agent" shall mean
such successor agent and the retiring Agent's appointment,
powers and duties as Agent shall be terminated. After any
retiring Agent's resignation hereunder as Agent, the provisions
of this Article IX and Sections 10.04 and 10.05 shall inure to
its benefit as to any actions taken or omitted to be taken by it
while it was Agent under this Agreement.  If no successor agent
has accepted appointment as Agent by the date which is 30 days
following a retiring Agent's notice of resignation, the retiring

begin page 50

Agent's resignation shall nevertheless thereupon become
effective and the Banks shall perform all of the duties of the
Agent hereunder until such time, if any, as the Majority Banks
appoint a successor agent as provided for above.

9.10  Withholding Tax.  (a)  If any Bank is a "foreign
corporation, partnership or trust" within the meaning of the
Code and such Bank claims exemption from, or a reduction of,
U.S. withholding tax under Sections 1441 or 1442 of the Code,
such Bank agrees with and in favor of the Agent, to deliver to
the Agent:

(i) if such Bank claims an exemption from, or a
reduction of, withholding tax under a United States tax
treaty, properly completed IRS Forms 1001 and W-8 before the
payment of any interest in the first calendar year and
before the payment of any interest in each third succeeding
calendar year during which interest may be paid under this
Agreement;

(ii) if such Bank claims that interest paid under
this Agreement is exempt from United States withholding tax
because it is effectively connected with a United States
trade or business of such Bank, two properly completed and
executed copies of IRS Form 4224 before the payment of any
interest is due in the first taxable year of such Bank and
in each succeeding taxable year of such Bank during which
interest may be paid under this Agreement, and IRS Form W-9;
and

(iii) such other form or forms as may be required
under the Code or other laws of the United States as a
condition to exemption from, or reduction of, United States
withholding tax.

Such Bank agrees to promptly notify the Agent of any change in
circumstances which would modify or render invalid any claimed
exemption or reduction.

(b)  If any Bank claims exemption from, or reduction
of, withholding tax under a United States tax treaty by
providing IRS Form 1001 and such Bank sells, assigns, grants a
participation in, or otherwise transfers all or part of the
Obligations of the Company to such Bank, such Bank agrees to
notify the Agent of the percentage amount in which it is no
longer the beneficial owner of Obligations of the Company to
such Bank.  To the extent of such percentage amount, the Agent
will treat such Bank's IRS Form 1001 as no longer valid.

(c)  If any Bank claiming exemption from United States
withholding tax by filing IRS Form 4224 with the Agent sells,
assigns, grants a participation in, or otherwise transfers all
or part of the Obligations of the Company to such Bank, such
Bank agrees to undertake sole responsibility for complying with

begin page 51

the withholding tax requirements imposed by Sections 1441 and
1442 of the Code.

(d)  If any Bank is entitled to a reduction in the
applicable withholding tax, the Agent may withhold from any
interest payment to such Bank an amount equivalent to the
applicable withholding tax after taking into account such
reduction.  If the forms or other documentation required by
subsection (a) of this Section are not delivered to the Agent,
then the Agent may withhold from any interest payment to such
Bank not providing such forms or other documentation an amount
equivalent to the applicable withholding tax.

(e)  If the IRS or any other Governmental Authority of
the United States or other jurisdiction asserts a claim that the
Agent did not properly withhold tax from amounts paid to or for
the account of any Bank (because the appropriate form was not
delivered, was not properly executed, or because such Bank
failed to notify the Agent of a change in circumstances which
rendered the exemption from, or reduction of, withholding tax
ineffective, or for any other reason) such Bank shall indemnify
the Agent fully for all amounts paid, directly or indirectly, by
the Agent as tax or otherwise, including penalties and interest,
and including any taxes imposed by any jurisdiction on the
amounts payable to the Agent under this Section, together with
all costs and expenses (including Attorney Costs).  The
obligation of the Banks under this subsection shall survive the
payment of all Obligations and the resignation or replacement of
the Agent.

9.11  Co-Agents.  None of the Banks identified on the facing
page or signature pages of this Agreement as a "co-agent" shall
have any right, power, obligation, liability, responsibility or
duty under this Agreement other than those applicable to all
Banks as such.  Each Bank acknowledges that it has not relied,
and will not rely, on any of the Banks so identified in deciding
to enter into this Agreement or in taking or not taking action
hereunder.

ARTICLE X
MISCELLANEOUS

10.01  Amendments and Waivers.  No amendment or waiver of
any provision of this Agreement or any other Loan Document, and
no consent with respect to any departure by the Company
therefrom, shall be effective unless the same shall be in
writing and signed by the Majority Banks, the Company and
acknowledged by the Agent, and then such waiver shall be
effective only in the specific instance and for the specific
purpose for which given; provided, however, that no such waiver,
amendment, or consent shall, unless in writing and signed by all
the Banks, the Company and acknowledged by the Agent, do any of
the following:

begin page 52

(a)  increase or extend the Commitment of any Bank (or
reinstate any Commitment terminated pursuant to subsection
8.02(a) or subject any Bank to any additional obligations;

(b)  postpone or delay any date fixed for any payment
of principal, interest, fees or other amounts due to the Banks
(or any of them) hereunder or under any Loan Document;

(c)  reduce the principal of, or the rate of interest
specified herein on any Loan, or of any fees or other amounts
payable hereunder or under any Loan Document;

(d)  change the percentage of the Commitments or of the
aggregate unpaid principal amount of the Loans which shall be
required for the Banks or any of them to take any action
hereunder; or

(e)  amend this Section 10.01 or Section 2.13 or any
provision providing for consent or other action by all Banks;

and, provided further, that no amendment, waiver or consent
shall, unless in writing and signed by the Agent in addition to
the Majority Banks or all the Banks, as the case may be, affect
the rights or duties of the Agent under this Agreement or any
other Loan Document.

10.02  Notices.

(a)  All notices, requests and other communications
provided for hereunder shall be in writing (including, unless
the context expressly otherwise provides, by facsimile
transmission, provided that any matter transmitted by the
Company by facsimile (i) shall be immediately confirmed by a
telephone call to the recipient at the number specified on the
applicable signature page hereof, and (ii) shall be followed
promptly by a hard copy original thereof) and mailed, faxed or
delivered, to the address or facsimile number specified for
notices on the applicable signature page hereof; or, as directed
to the Company or the Agent, to such other address as shall be
designated by such party in a written notice to the other
parties, and as directed to each other party, at such other
address as shall be designated by such party in a written notice
to the Company and the Agent.

(b)  All such notices, requests and communications
shall, when transmitted by overnight delivery, or faxed, be
effective when delivered for overnight (next-day) delivery, or
transmitted by facsimile machine, respectively, or if mailed,
upon the third Business Day after the date deposited into the
U.S. mail, or if delivered, upon delivery; except that notices
pursuant to Article II or IX shall not be effective until
actually received by the Agent.

(c)  The Company acknowledges and agrees that any
agreement of the Agent and the Banks at Article II herein to

begin page 53

receive certain notices by telephone and facsimile is solely for
the convenience and at the request of the Company.  The Agent
and the Banks shall be entitled to rely on the authority of any
Person purporting to be a Person authorized by the Company to
give such notice and the Agent and the Banks shall not have any
liability to the Company or other Person on account of any
action taken or not taken by the Agent or the Banks in reliance
upon such telephonic or facsimile notice.  The obligation of the
Company to repay the Loans shall not be affected in any way or
to any extent by any failure by the Agent and the Banks to
receive written confirmation of any telephonic or facsimile
notice or the receipt by the Agent and the Banks of a
confirmation which is at variance with the terms understood by
the Agent and the Banks to be contained in the telephonic or
facsimile notice.

10.03  No Waiver; Cumulative Remedies.  No failure to
exercise and no delay in exercising, on the part of the Agent or
any Bank, any right, remedy, power or privilege hereunder, shall
operate as a waiver thereof;  nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder
preclude any other or further exercise thereof or the exercise
of any other right, remedy, power or privilege.

10.04  Costs and Expenses.  The Company shall, whether or
not the transactions contemplated hereby shall be consummated:

(a)  pay or reimburse BofA (including in its capacity
as Agent) within five Business Days after demand (subject to
subsection 4.01(e)) for all costs and expenses incurred by BofA
(including in its capacity as Agent) in connection with the
development, preparation, delivery, administration and execution
of, and any amendment, supplement, waiver or modification to (in
each case, whether or not consummated), this Agreement, any Loan
Document and any other documents prepared in connection herewith
or therewith, and the consummation of the transactions
contemplated hereby and thereby, including the reasonable
Attorney Costs incurred by BofA (including in its capacity as
Agent) with respect thereto;

(b)  pay or reimburse each Bank, the Agent and the
Arranger within five Business Days after demand (subject to
subsection 4.01(e)) for all costs and expenses incurred by them
in connection with the enforcement, attempted enforcement, or
preservation of any rights or remedies during the existence of
an Event of Default (including in connection with any "workout"
or restructuring regarding the Loans, and including in any
Insolvency Proceeding or appellate proceeding) under this
Agreement, any other Loan Document, and any such other
documents, including Attorney Costs, incurred by the Agent, the
Arranger and any Bank; and

(c)  pay or reimburse BofA (including in its capacity
as Agent) within five Business Days after demand (subject to
subsection 4.01(f)) for all appraisal (including the allocated

begin page 54

cost of internal appraisal services), audit, environmental
inspection and review (including the allocated cost of such
internal services), search and filing costs, fees and expenses,
incurred or sustained by BofA (including in its capacity as
Agent) in connection with the matters referred to under
subsections (a) and (b) of this Section.

10.05  Indemnity.  Whether or not the transactions
contemplated hereby shall be consummated:  The Company shall
pay, indemnify, and hold each Bank, the Agent and each of their
respective officers, directors, employees, counsel, agents and
attorneys-in-fact (each, an "Indemnified Person") harmless from
and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, charges,
expenses or disbursements (including Attorney Costs) of any kind
or nature whatsoever with respect to the execution, delivery,
enforcement, performance and administration of this Agreement
and any other Loan Documents, or the transactions contemplated
hereby and thereby, and with respect to any investigation,
litigation or proceeding (including any Insolvency Proceeding or
appellate proceeding) related to this Agreement or the Loans or
the use of the proceeds thereof, whether or not any Indemnified
Person is a party thereto (all the foregoing, collectively, the
"Indemnified Liabilities"); provided, that the Company shall
have no obligation hereunder to any Indemnified Person with
respect to Indemnified Liabilities arising from the gross
negligence or willful misconduct of such Indemnified Person. The
agreements in this Section shall survive payment of all other
Obligations.

10.06  Marshalling; Payments Set Aside.  Neither the Agent
nor the Banks shall be under any obligation to marshall any
assets in favor of the Company or any other Person or against or
in payment of any or all of the Obligations.  To the extent that
the Company makes a payment or payments to the Agent or the
Banks, or the Agent or the Banks enforce their Liens or exercise
their rights of set-off, and such payment or payments or the
proceeds of such enforcement or set-off or any part thereof are
subsequently invalidated, declared to be fraudulent or
preferential, set aside or required (including pursuant to any
settlement entered into by the Agent in its discretion) to be
repaid to a trustee, receiver or any other party in connection
with any Insolvency Proceeding, or otherwise, then (a) to the
extent of such recovery the obligation or part thereof
originally intended to be satisfied shall be revived and
continued in full force and effect as if such payment had not
been made or such enforcement or set-off had not occurred, and
(b) each Bank severally agrees to pay to the Agent upon demand
its ratable share of the total amount so recovered from or
repaid by the Agent.

10.07  Successors and Assigns.  The provisions of this
Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns,
except that the Company may not assign or transfer any of its

begin page 55

rights or obligations under this Agreement without the prior
written consent of the Agent and each Bank.

10.08  Assignments, Participations, etc.

(a)  Any Bank may, with the written consent of the
Company at all times other than during the existence of an Event
of Default and the Agent, which consents shall not be
unreasonably withheld, at any time assign and delegate to one or
more Eligible Assignees (provided that no written consent of the
Company or the Agent shall be required in connection with any
assignment and delegation by a Bank to an Eligible Assignee that
is an Affiliate of such Bank) (each an "Assignee") a ratable
part of all, of the Loans, the Commitments and the other rights
and obligations of such Bank hereunder, in a minimum amount of
$5,000,000; provided, however, that (i) no single Bank may make
more than two such assignments; (ii) the Company and the Agent
may continue to deal solely and directly with such Bank in
connection with the interest so assigned to an Assignee until
(A) written notice of such assignment, together with payment
instructions, addresses and related information with respect to
the Assignee, shall have been given to the Company and the Agent
by such Bank and the Assignee; (B) such Bank and its Assignee
shall have delivered to the Company and the Agent an Assignment
and Acceptance in the form of Exhibit C ("Assignment and
Acceptance") and (C) the assignor Bank or Assignee has paid to
the Agent a processing fee in the amount of $3,500.  Each Bank
shall retain a minimum Commitment amount of at least $5,000,000.

(b)  From and after the date that the Agent notifies
the assignor Bank that it has received (and provided its consent
with respect to) an executed Assignment and Acceptance and
payment of the above-referenced processing fee, (i) the Assignee
thereunder shall be a party hereto and, to the extent that
rights and obligations hereunder have been assigned to it
pursuant to such Assignment and Acceptance, shall have the
rights and obligations of a Bank under the Loan Documents, and
(ii) the assignor Bank shall, to the extent that rights and
obligations hereunder and under the other Loan Documents have
been assigned by it pursuant to such Assignment and Acceptance,
relinquish its rights and be released from its obligations under
the Loan Documents.

(c)  Immediately upon each Assignee's making its
processing fee payment under the Assignment and Acceptance, this
Agreement, shall be deemed to be amended to the extent, but only
to the extent, necessary to reflect the addition of the Assignee
and the resulting adjustment of the Commitments arising
therefrom. The Commitment allocated to each Assignee shall
reduce such Commitments of the assigning Bank pro tanto.

(d)  Any Bank may at any time sell to one or more
commercial banks or other Persons not Affiliates of the Company
(a "Participant") participating interests in any Loans, the
Commitment of that Bank and the other interests of that Bank

begin page 56

(the "originating Bank") hereunder and under the other Loan
Documents; provided, however, that (i) the originating Bank's
obligations under this Agreement shall remain unchanged,
(ii) the originating Bank shall remain solely responsible for
the performance of such obligations, (iii) the Company and the
Agent shall continue to deal solely and directly with the
originating Bank in connection with the originating Bank's
rights and obligations under this Agreement and the other Loan
Documents, and (iv) no Bank shall transfer or grant any
participating interest under which the Participant shall have
rights to approve any amendment to, or any consent or waiver
with respect to, this Agreement or any other Loan Document,
except to the extent such amendment, consent or waiver would
require unanimous consent of the Banks as described in the first
proviso to Section 10.01. In the case of any such participation,
the Participant shall not have any rights under this Agreement,
or any of the other Loan Documents, and all amounts payable by
the Company hereunder shall be determined as if such Bank had
not sold such participation; except that, if amounts outstanding
under this Agreement are due and unpaid, or shall have been
declared or shall have become due and payable upon the
occurrence of an Event of Default, each Participant shall be
deemed to have the right of set-off in respect of its
participating interest in amounts owing under this Agreement to
the same extent as if the amount of its participating interest
were owing directly to it as a Bank under this Agreement.

(e)  Each Bank agrees to take normal and reasonable
precautions and exercise due care to maintain the
confidentiality of all information identified as "confidential"
or "secret"  by the Company and provided to it by the Company or
any Subsidiary, or by the Agent on such Company's or
Subsidiary's behalf, under this Agreement or any other Loan
Document, and neither it nor any of its Affiliates shall use any
such information other than in connection with or in enforcement
of this Agreement and the other Loan Documents; except to the
extent such information (i) was or becomes generally available
to the public other than as a result of disclosure by the Bank,
or (ii) was or becomes available on a  non-confidential basis
from a source other than the Company, provided that such source
is not bound by a confidentiality agreement with the Company
known to the Bank; provided, however, that any Bank may disclose
such information (A) at the request or pursuant to any
requirement of any Governmental Authority to which the Bank is
subject or in connection with an examination of such Bank by any
such authority; (B) pursuant to subpoena or other court process;
(C) when required to do so in accordance with the provisions of
any applicable Requirement of Law; (D) to the extent reasonably
required in connection with any litigation or proceeding to
which the Agent, any Bank or their respective Affiliates may be
party; (E) to the extent reasonably required in connection with
the exercise of any remedy hereunder or under any other Loan
Document; (F) to such Bank's independent auditors and other
professional advisors; (G) to any Participant or Assignee,
actual or potential, provided that such Person agrees in writing

begin page 57

to keep such information confidential to the same extent
required of the Banks hereunder, and (H) as to any Bank, as
expressly permitted under the terms of any other document or
agreement regarding confidentiality to which the Company is
party or is deemed party with such Bank.

(f)  Notwithstanding any other provision in this
Agreement, any Bank may at any time create a security interest
in, or pledge, all or any portion of its rights under and
interest in this Agreement in favor of any Federal Reserve Bank
in accordance with Regulation A of the FRB or U.S. Treasury
Regulation 31 CFR 203.14, and such Federal Reserve Bank may
enforce such pledge or security interest in any manner permitted
under applicable law.

10.09  Automatic Debits of Fees.  With respect to any
commitment fee, facility fee, or other fee, or any other cost or
expense (including Attorney Costs) due and payable to the Agent,
BofA or the Arranger under the Loan Documents, the Company
hereby irrevocably authorizes BofA, upon at least one day's
prior written notice to the Company, to debit any deposit
account of the Company with BofA in an amount such that the
aggregate amount debited from all such deposit accounts does not
exceed such fee or other cost or expense.  If there are
insufficient funds in such deposit accounts to cover the amount
of the fee or other cost or expense then due, such debits will
be reversed (in whole or in part, in BofA's sole discretion) and
such amount not debited shall be deemed to be unpaid.  No such
debit under this Section 10.09 shall be deemed a setoff.

10.10  Notification of Addresses, Lending Offices, Etc.
Each Bank shall notify the Agent in writing of any changes in
the address to which notices to the Bank should be directed, of
addresses of any Lending Office, of payment instructions in
respect of all payments to be made to it hereunder and of such
other administrative information as the Agent shall reasonably
request.

10.11  Counterparts.  This Agreement may be executed by one
or more of the parties to this Agreement in any number of
separate counterparts, each of which, when so executed, shall be
deemed an original, and all of said counterparts taken together
shall be deemed to constitute but one and the same instrument. A
set of the copies of this Agreement signed by all the parties
shall be lodged with the Company and the Agent.

10.12  Severability.  The illegality or unenforceability of
any provision of this Agreement or any instrument or agreement
required hereunder shall not in any way affect or impair the
legality or enforceability of the remaining provisions of this
Agreement or any instrument or agreement required hereunder.

10.13  No Third Parties Benefited.  This Agreement is made
and entered into for the sole protection and legal benefit of
the Company, the Banks and the Agent, and their permitted

begin page 58

successors and assigns, and no other Person shall be a direct or
indirect legal beneficiary of, or have any direct or indirect
cause of action or claim in connection with, this Agreement or
any of the other Loan Documents.  Neither the Agent nor any Bank
shall have any obligation to any Person not a party to this
Agreement or other Loan Documents.

10.14  Time.  Time is of the essence as to each term or
provision of this Agreement and each of the other Loan
Documents.

10.15  Governing Law and Jurisdiction.

(a)  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA; PROVIDED
THAT THE AGENT AND THE BANKS SHALL RETAIN ALL RIGHTS ARISING
UNDER FEDERAL LAW.

(b)  ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO
THIS AGREEMENT AND ANY OTHER LOAN DOCUMENTS MAY BE BROUGHT IN
THE COURTS OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES
FOR THE NORTHERN DISTRICT OF CALIFORNIA, AND BY EXECUTION AND
DELIVERY OF THIS AGREEMENT, EACH OF THE COMPANY, THE AGENT AND
THE BANKS CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY,
TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS.  EACH OF THE
COMPANY, THE AGENT AND THE BANKS IRREVOCABLY WAIVES ANY
OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR
BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW
OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN
SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT
RELATED HERETO.  THE COMPANY, THE AGENT AND THE BANKS EACH WAIVE
PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS,
WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY CALIFORNIA
LAW.

10.16  Waiver of Jury Trial.  THE COMPANY, THE BANKS AND THE
AGENT EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF
ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR
RELATED TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION,
PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE
PARTIES AGAINST ANY OTHER PARTY OR PARTIES, WHETHER WITH RESPECT
TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE.  THE COMPANY, THE
BANKS AND THE AGENT EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF
ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY.  WITHOUT
LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR
RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF
THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING
WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR
ENFORCEABILITY OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR
ANY PROVISION HEREOF OR THEREOF.  THIS WAIVER SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

begin page 59

10.17  Entire Agreement.  This Agreement, together with the
other Loan Documents, embodies the entire agreement and
understanding among the Company, the Banks and the Agent, and
supersedes all prior or contemporaneous Agreements and
understandings of such Persons, verbal or written, relating to
the subject matter hereof and thereof.

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered in San Francisco,
California by their proper and duly authorized officers as of
the day and year first above written.

ROSS STORES, INC.

By:/S/EARL BENSON

Title:Sr. Vice President & CFO

By:

Title:

Address for notices:

8333 Central Avenue
Newark, CA  94560-3433
Attn:  Earl T. Benson
Chief Financial Officer
Facsimile: (510) 505-4181
Tel: (510) 505-4512

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
as Agent

By:/s/ KEVIN LEADER

Title: Vice President

Address for notices:

1455 Market Street, 12th Floor
San Francisco, CA  94103
Attn:  Global Agency #5596
Facsimile: (415) 622-4894
Tel: (415) 953-0108

Address for payments (by wire):

Bank of America NT&SA
850 Gateway Boulevard
Concord, CA 94520
ABA 121000358 SF
Attention: Global Agency #5596
Account No. 12331-14279
Ref: Ross Stores, Inc.

begin page 60

Commitment                   THE INDUSTRIAL BANK OF JAPAN,
Amount: $20,000,000          LIMITED, as Co-Agent and as a Bank

By:/s/ MAKOTO MASUDA

Title:Deputy General Manager

By:

Title:

Address for notices, and Domestic
and Offshore Lending Office:

555 California Street, Suite 1610
San Francisco, CA 94194

Attention: Greg Stewart, Vice
President
Telephone: (415) 693-1824
Facsimile: (415) 982-1917

Commitment                   BANK OF AMERICA NATIONAL TRUST
Amount: $40,000,000          AND SAVINGS ASSOCIATION, as a Bank

By:/s/JEAN A. BRINKMANN
Jean A. Brinkmann
Vice President

By:

Title:

Address for notices, and Domestic
and Offshore Lending Office:

San Francisco Regional Commercial
Banking Office #1499
345 Montgomery Street, Concourse
Level
San Francisco, CA 94104

Attention: Jean A. Brinkmann
Telephone: (415) 622-8308
Facsimile: (415) 622-1878

begin page 61

SCHEDULE 5.05

LITIGATION

There is no litigation against the company pertaining to this
agreement or any other loan document, or if determined adverseley
would have a material impact on the company.

SCHEDULE 5.07

ERISA COMPLIANCE

Ross Stores is in complete compliance with all provisions of
ERISA.

SCHEDULE 5.12

ENVIRONMENTAL MATTERS

Ross Stores does not have, nor is aware of any environmental
claims that could have a material adverse effect.

begin page 62

SCHEDULE 5.11

PERMITTED LIABILITIES

East Coast Distribution Center Insurance Claim

Note:  Ross Stores incurred damage to both merchandise and the
building in our East Coast Distribution Center.  This is not
considered a direct liability as it is covered by insurance.

begin page 63

SCHEDULE 5.16

LIST OF SUBSIDIARIES

Ross Realty Company

Ross Newark Company

Retail Assurance Group, Ltd

begin page 64

EXHIBIT A

NOTICE OF BORROWING

Date:                  , 199

To:Bank of America National Trust and Savings
Association as Agent for the Banks parties to the
Credit Agreement dated as of                  , 1994
(as extended, renewed, amended or restated from time to
time, the "Credit Agreement") among Ross Stores, Inc.,
certain Banks which are signatories thereto and Bank of
America National Trust and Savings Association, as
Agent

Ladies and Gentlemen:

The undersigned, Ross Stores, Inc. (the "Company"), refers
to the Credit Agreement, the terms defined therein being used
herein as therein defined, and hereby gives you notice
irrevocably, pursuant to Section 2.03 of the Credit Agreement, of
the Borrowing specified herein:

1.  The Business Day of the proposed Borrowing is
, 19   .

2.  The aggregate amount of the proposed Borrowing is
$                     .

3.  The Borrowing is to be comprised of $            of
[Base Rate] [Offshore Rate] Loans.

4.  The duration of the Interest Period for the
Offshore Rate Loans included in the Borrowing shall be _____
months.

The undersigned hereby certifies that the following
statements are true on the date hereof, and will be true on the
date of the proposed Borrowing, before and after giving effect
thereto and to the application of the proceeds therefrom:

(a)  the representations and warranties of the Company
contained in Article V of the Credit Agreement are true and
correct as though made on and as of such date (except to the
extent such representations and warranties relate to an
earlier date, in which case they are true and correct as of
such date);

(b)  no Default or Event of Default has occurred and is
continuing, or would result from such proposed Borrowing;
and
(c)  The proposed Borrowing will not cause the
aggregate principal amount of all outstanding Revolving
Loans to exceed the combined Revolving Commitments of the
Banks.

Ross Stores, Inc.

By:

Title:

By:

Title:

begin page 65

EXHIBIT B

NOTICE OF CONVERSION/CONTINUATION

Date:                  , 199

To:Bank of America National Trust and Savings
Association, as Agent for the Banks parties to the
Credit Agreement dated as of                 , 1994 (as
extended, renewed, amended or restated from time to
time, the "Credit Agreement") among Ross Stores, Inc.,
certain Banks which are signatories thereto and Bank of
America National Trust and Savings Association, as
Agent

Ladies and Gentlemen:

The undersigned, Ross Stores, Inc. (the "Company"), refers
to the Credit Agreement, the terms defined therein being used
herein as therein defined, and hereby gives you notice
irrevocably, pursuant to Section 2.04 of the Credit Agreement, of
the [conversion] [continuation] of the Loans specified herein,
that:

1.  The Conversion/Continuation Date is             ,
19  .

2.  The aggregate amount of the Loans to be [converted]
[continued] is $              .

3.  The Loans are to be [converted into] [continued as]
[Offshore Rate] [Base Rate] Loans.

4.  [If applicable:]  The duration of the Interest
Period for the Loans included in the [conversion]
[continuation] shall be      months.

The undersigned hereby certifies that the following
statements are true on the date hereof, and will be true on the
proposed Conversion/Continuation Date, before and after giving
effect thereto and to the application of the proceeds therefrom:

(a)  the representations and warranties of the Company
contained in Article V of the Credit Agreement are true and
correct as though made on and as of such date (except to the
extent such representations and warranties relate to an
earlier date, in which case they are true and correct as of
such date);

(b)  no Default or Event of Default has occurred and is
continuing, or would result from such proposed [conversion]
[continuation]; and

(c)  the proposed [conversion][continuation] will not
cause the aggregate principal amount of all outstanding
Revolving Loans to exceed the combined Revolving Commitments
of the Banks.

Ross Stores, Inc.

By:

Title:

By:

Title: _______________________

begin page 66

EXHIBIT C
Assignment and Acceptance

ASSIGNMENT AND ACCEPTANCE dated ______________, 199__
between ________________ (the "Assignor") and ___________________
(the "Assignee").

RECITALS

A.   Reference is made to the Credit Agreement dated as of
________________, 1994 (as amended from time to time, the "Credit
Agreement"), among Ross Stores, Inc. (the "Company"), the several
financial institutions from time to time party thereto (the
"Banks") and Bank of America National Trust and Savings
Association as agent for the Banks (in such capacity, the
"Agent").  Capitalized terms not otherwise defined herein shall
have the meanings ascribed to such terms as set forth in the
Credit Agreement.

B.   The Assignor is a Bank under and as defined in the
Credit Agreement and, as such, presently has outstanding the
following Commitment and Loans under the Credit Agreement:

Revolving Commitment               $__________
Base Rate Loans                    $__________
Offshore Rate Loans                $__________

C.   On the terms and conditions set forth below, the
Assignor desires to sell and assign to the Assignee, and the
Assignee desires to purchase and assume from the Assignor, a
______ %<F1> interest (the "Assigned Percentage") in and to all of
the Assignor's rights and obligations as of the Effective Date
(as defined below).

D.   After giving effect to such assignment, the respective
Commitments and outstanding Loans of the Assignor and Assignee
under the Credit Agreement will be:

Assignor

Revolving Commitment               $_________
Base Rate Loans                    $_________
Offshore Rate Loans                $_________

Assignee

Revolving Commitment               $_________
Base Rate Loans                    $_________
Offshore Rate Loans                $_________

NOW, THEREFORE, the Assignor and the Assignee hereby agree
as follows:
1.   The Assignor hereby sells and assigns to the Assignee
WITHOUT RECOURSE, and the Assignee hereby purchases and assumes
from the Assignor, the Assigned Percentage of the Assignor's
rights and obligations under the Credit Agreement as of the
Effective Date.

2.   The Assignor (i) represents and warrants that as of the
date hereof its Commitments and outstanding Loans (without giving
effect to assignments thereof which have not yet become
effective) are as stated in the Recitals, above; (ii) represents
and warrants that it is the legal and beneficial owner of the
interest being assigned by it hereunder and that such interest is
free and clear of any adverse claim; (iii) makes no
representations or warranty and assumes no responsibility with
respect to any statements, warranties or representations made in
or in connection with the Credit Agreement or the execution,
legality, validity, enforceability, genuineness, sufficiency or
value of the Credit Agreement or any other Loan Document
furnished pursuant thereto; and (iv) makes no representations or
warranty and assumes no responsibility with respect to the
financial condition of the Company or any of its Subsidiaries or
the performance or observance by the Company or any of its
Subsidiaries of any of their obligations under the Credit
Agreement or any other Loan Document furnished pursuant thereto.

3.   The Assignee (i) represents and warrants that it is an
Eligible Assignee; (ii) confirms that it has received a copy of
the Credit Agreement, together with copies of such other
documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter this Assignment and
Acceptance; (iii) agrees that it will, independently and without
reliance upon Agent, the Assignor or any other Bank and based on
such documents and information as it shall deem appropriate at
the time, continue to make its own credit decisions in taking or
not taking action under the Credit Agreement and any other Loan
Documents; (iv) appoints and authorizes Agent to take such action
as agent on its behalf and to exercise such powers under the
Credit Agreement and the other Loan Documents as are delegated to
Agent by the terms thereof, together with such powers as are
reasonably incidental thereto; and (v) agrees that it will
perform in accordance with their terms all of the obligations
which by the terms of the Credit Agreement and the other Loan
Documents are required to be performed by a Bank thereunder.

4.   Following the execution of this Assignment and
Acceptance by the Assignor and the Assignee, it will be delivered
to Agent for acceptance and recording by Agent and acceptance by
the Company.  The effective date for this Assignment and
Acceptance shall be ____________ (the "Effective Date"), subject
to acceptance by the Agent and the Company; provided, however,
this Assignment and Acceptance shall not be effective until
accepted by the Agent and the Company.

5.   Subject to and upon such acceptance and recording as of
the Effective Date, (i) the Assignee shall be a party to the
Credit Agreement and shall be entitled to the rights and benefits
of the Loan Documents and, to the extent of the percentage
assigned in this Assignment and Acceptance, have the rights and
obligations of a Bank thereunder and (ii) the Assignor shall, to
the extent of the percentage assigned in this Assignment and
Acceptance, relinquish its rights and be released from its
obligations under the Credit Agreement and the other Loan
Documents.

6.   Subject to and upon such acceptance and recording, from
and after the Effective Date, Agent shall make all payments under
the Credit Agreement which are payable to Agent for the account
of the appropriate Bank to the appropriate Banks severally in
proportion to their respective percentages determined after
giving effect to this assignment, when payment is due.  The
Assignor and Assignee shall make all appropriate adjustments in
payments under the Credit Agreement and the other Loan Documents
for periods prior to the Effective Date directly between
themselves.

7.   This Assignment and Acceptance shall be governed by,
and construed in accordance with, the laws of the State of
California.

8.   The following administrative details apply to the
Assignee:

(A)  Notice Address:

Assignee name:  ________________
Address:   _____________________
_____________________
_____________________
Attention:  ____________________
Telephone:  (   ) ______________
Facsimile:  (   ) ______________

(B)  Address for Payments:

Account No.:  __________________
At:     __________________
__________________
__________________
Reference:    __________________
Attention:    __________________

(C)  Offshore Lending Office:

Assignee name:  __________________
Address:    ______________________
______________________
______________________
Attention:  ____________________
Telephone:  (   ) ______________
Facsimile:  (   ) ______________
(C)  Domestic Lending Office:

Assignee name:  ________________
Address:  ______________________
______________________
______________________
Attention:  ____________________
Telephone:  (   ) ______________
Facsimile:  (   ) ______________

9.   This Assignment and Acceptance shall be governed by,
and construed in accordance with, the laws of the State of
California.

IN WITNESS WHEREOF, the undersigned as executed this
Certificate as of the date first set forth above.

[NAME OF ASSIGNOR]

By: __________________________

Title: _______________________

[NAME OF ASSIGNEE]

By: _________________________

Title: ______________________

ACCEPTED this ___ day
of ___________, 199__

BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Agent

By: ____________________________
Title:  Vice President

ACCEPTED this ___ day
of ___________, 199__

ROSS STORES, INC.

By: ____________________________

Title: _________________________

_______________________________

[FN]
<F1>    Specify percentage of Assignor's interest only in total
facility in no more than 4 decimal points.

EMPLOYMENT AGREEMENT

THIS  EMPLOYMENT  AGREEMENT is  made  effective  as  of
June   8,  1994,  by  and  between  Ross  Stores,  Inc.  (the
"Company")  and  Norman  A. Ferber  (the  "Executive").   The
Executive  is  presently  employed  by  the  Company  as  its
Chairman of the Board and Chief Executive Officer pursuant to
an  employment contract of March 17, 1989, as amended  in  or
about April 1991 and April 1992 (the "Initial Contract"), and
it  is now the intention of the Company and the Executive  to
enter  into  a new employment agreement and to terminate  the
Initial Contract.  Accordingly, the Company and the Executive
hereby  terminate the Initial Contract and  enter  into  this
Agreement.

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

2.   Position and Duties.  The Executive shall continue
to  serve  as  the Chairman of the Board and Chief  Executive
Officer  of the Company with overall responsibility  for  the
Company's  corporate policy-making and the accomplishment  of
its  plans and objectives until January 27, 1996, and, at the
option  of the Executive, will serve as the Chairman  of  the
Board  after  January  27, 1996, all on a  mutually-agreeable
work  schedule (which after January 31, 1995, will be reduced
from  its  present level of time commitment).  The  Executive
shall  report  directly  to  the Company's  Board  and  shall
himself  be  a  member  of such Board.  The  Executive  shall
devote  substantially all of his working time and efforts  to
the business and affairs of the Company while acting as Chief
Executive  Officer.  During the term of his  employment,  the
Executive  may  engage in outside activities  provided  those
activities   do   not   conflict   with   his   duties    and
responsibilities  hereunder, and provided  further  that  the
Executive   gives  written  notice  to  the  Board   of   any
significant  outside business activity in which he  plans  to
become involved, whether or not such activity is pursued  for
profit.   The Executive may not render services to or  invest
in any business competitive with any existing or contemplated
business  of  the  Company except with  respect  to  personal
investments  in securities, limited partnerships  or  similar
passive investment interests that are publicly traded.

begin page 2

3.    Place  of  Performance.  The Executive  shall  be
employed at the principal executive or operational offices of
the  Company  except  for required travel  on  the  Company's
business  to an extent substantially consistent with  present
business travel obligations.

4.   Compensation and Related Matters.

a.    Salary.   During his employment the  Company
shall  pay  the Executive a salary of not less than  $515,000
per   annum.    This  salary  shall  be  payable   in   equal
installments in accordance with the Company's normal  payroll
practices  applicable  to senior officers.   Subject  to  the
first sentence of this paragraph, the Executive's salary  may
be adjusted from time to time by the Board in accordance with
normal business practices of the Company.

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

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

d.    Other  Benefits.   The  Executive  shall  be
entitled  to continue to participate in all of the  Company's
employee benefit plans and arrangements in effect on the date
hereof  in  which  the Executive now participates  (including
without  limitation  each  pension and  retirement  plan  and
arrangement,   supplemental  pension  and  retirement   plan,
deferred   compensation   plan,  short-term   and   long-term
incentive  plan,  stock  option  plan,  life  insurance   and
health-and-accident plan and arrangement,  medical  insurance
plan,   physical  examination  program,  dental  care   plan,
accidental  death and disability plan, survivor income  plan,
relocation   plan,   financial,  tax  and  legal   counseling
programs, and vacation plan).  The Company shall not make any
changes  in such plans or arrangements which would  adversely
affect  the Executive's rights or benefits thereunder, unless
such  change occurs pursuant to a program applicable  to  all
senior  executives of the Company and does not  result  in  a
proportionately  greater  reduction  in  the  rights  of,  or
benefits to, the Executive as compared with any other  senior
executive of the Company.  The Executive shall be entitled to
participate in or receive benefits under any employee benefit
plan  or  arrangement made available by the  Company  in  the
future  to  its  executives  and  key  management  employees,
subject  to,  and  on  a basis consistent  with,  the  terms,
conditions  and  overall administration  of  such  plans  and
arrangements.   Except  as  otherwise  specifically  provided
herein,  nothing  paid to the Executive  under  any  plan  or
arrangement  presently  in effect or made  available  in  the
future shall be in lieu of the salary or bonus payable  under
subsections (a) and (b).

e.   Vacations.  The Executive shall be entitled to
the  number  of vacation days in each calendar year,  and  to
compensation in respect of earned but unused vacation days,

begin page 3

determined  in  accordance with the Company's vacation  plan.
The  Executive  shall also be entitled to all  paid  holidays
given by the Company to its executives.  Unused vacation days
shall  not  be forfeited once they have been earned  and,  if
still  unused  at the time of the Executive's termination  of
employment  with the Company, shall be promptly paid  to  the
Executive   at  their  then-current  value,  based   on   the
Executive's  rate  of pay at the time of his  termination  of
employment.

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

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

6.   Confidential Information.

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

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

7.    Termination.  The Executive's employment  may  be
terminated during the term of this Agreement only as follows:

a.    Death.   The  Executive's  employment  shall
terminate   upon  his  death.  A  termination  of  employment
pursuant   to  this  paragraph  7(a)  shall  be   deemed   an
involuntary termination for purposes of this Agreement or any
plan or practice of the Company.

begin page 4

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

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

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

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

f.   Termination Following Change of Control.  The
Executive  may  terminate  his employment  with  the  Company
within  six months after a Change of Control, which shall  be
deemed to have occurred in the event of:  (i)  the direct  or
indirect sale or exchange by the stockholders of the  Company
of all or substantially all of the stock of the Company, in a
single or series of related transactions, after which sale or
exchange the stockholders of the Company immediately prior to
such transaction(s) do not retain, directly or indirectly, at
least  a  majority of the beneficial interest in  the  voting
stock of the Company; (ii) a merger in which the Company is a
party  after which merger the stockholders of the Company  do
not  retain,  directly or indirectly, at least a majority  of
the  beneficial interest in the voting stock of the surviving
company; or (iii) the sale, exchange, or transfer of  all  or
substantially all of the Company's assets (other than a sale,
exchange,  or transfer to one or more corporations where  the
stockholders  of the Company before such sale,  exchange,  or
transfer  retain, directly or indirectly, at least a majority
of the beneficial interest in the voting

begin page 5

stock  of  the  corporation(s)  to  which  the  assets   were
transferred).   Provided, however, that the  Executive  shall
not  be  entitled  to  terminate his  employment  under  this
subsection in the event that the purchaser of the Company, or
any  successor by merger, consolidation or otherwise, or  the
entity to which all or a significant portion of the Company's
assets have been transferred, shall have expressly assumed in
writing all duties and obligations of the Company under  this
Agreement.

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

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

8.   Notice and Effective Date of Termination.

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

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

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

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

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

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

begin page 6

9.   Compensation and Benefits Upon Termination.

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

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

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

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

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

The  Company shall have no further obligations  to  the
Executive as a result of such termination except as set forth
in paragraphs 9(f) and 12.

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

c.    Change of Control.  Upon a Change of Control
(whether  or not the Executive's employment terminates),  the
Executive  shall immediately become vested in any  shares  of
restricted  stock  granted to the Executive  by  the  Company
which  had  not  vested  prior to the Change  of  Control  in
accordance  with  the  terms of the  applicable  stock  grant
agreements.   In  addition,  if  the  Executive's  employment
terminates pursuant to paragraph 7(f)[Change of Control], the
Company shall:

begin page 7

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

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

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

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

d.    Voluntary  Termination.   If  the  Executive
terminates    his    employment   pursuant    to    paragraph
7(g)[Voluntary  Termination], he shall  be  paid  his  salary
through  his termination date and not thereafter.   He  shall
not  be  entitled to any bonus payments which were not  fully
earned  prior  to his termination date, and he shall  not  be
entitled to any pro-rated bonus payment for the year in which
he  terminates his employment.  Any stock options granted  to
him  by  the  Company will continue to vest only through  the
date  of  his  termination (provided, however,  that  if  the
Executive's voluntary termination occurs within six months of
a  Change of Control, the Executive shall immediately  become
fully-vested in any unvested stock options previously granted
to  him  by  the Company) and any restricted stock  that  was
granted to the Executive by the Company which is unvested  as
of   the  date  of  his  termination  will  automatically  be
reacquired  by  the Company and the Executive shall  have  no
further  rights with respect to such restricted  stock.   The
Company shall have no further obligations to the Executive as
a result of such termination.

e.   Non-Renewal.   If the Agreement expires as set
forth in paragraph 7(h)[Non-Renewal], the Company shall  have
no  further obligations to the Executive except as set  forth
in paragraphs 9(f) and 12.

f.     Continued  Insurance  Coverage  Upon   Any
Termination.    In  the  event that the  parties'  employment
relationship terminates for any of the reasons set  forth  in
paragraph 7 (death, disability, for cause, without cause, for
good reason, change of control, voluntary termination or non-
renewal) the Company shall continue the Executive's

begin page 8

(and/or  his  eligible dependents) Health Care and  Executive
Health  Care coverage under the Company's benefit program  at
no  cost  to the Executive for a five year period, and  after
such  five  year period, the Executive (and/or  his  eligible
dependents)  will then be entitled to elect  continued  group
Health  Care and Executive Health Care coverage at their  own
expense  until  August 25, 2013, when the Executive  will  be
eligible for Medicare coverage.

g.   Option to Elect Life Insurance Coverage.   In
lieu  of  the compensation and benefits to be paid  upon  the
Executive's  death  as  described  in  paragraph  9(a),   the
Executive  may  elect to have the Company purchase  insurance
upon  his  life  in  such amounts and on such  terms  as  the
Company and the Executive shall agree in writing.  Such  life
insurance  may  be elected by the Executive in  lieu  of  the
entire   compensation  and  benefits  package  described   in
paragraph  9(a), or it may be elected in lieu of any  one  or
more  elements  (salary, bonus, stock options  or  restricted
stock) of that compensation and benefits package.  After  its
purchase   of  such  life  insurance,  upon  the  Executive's
termination  pursuant  to paragraph 7(a)[Death]  the  Company
shall  have no further obligation to provide to the Executive
(or  his designees, heirs or estate)  the compensation and/or
benefits described in paragraph 9(a) which the Executive  and
the  Company have agreed to replace with such life insurance.
The  Executive  shall have the sole and  exclusive  right  to
designate  the  beneficiary  or  beneficiaries  of  any  life
insurance purchased pursuant to this paragraph.

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

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

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

begin page 9

affiliated  company.  Such obligations shall be binding  upon
the  Company's successors and assigns and shall inure to  the
benefit    of    the   Executive's   heirs    and    personal
representatives.

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

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

If to the Company:       Ross Stores, Inc.
8333 Central Avenue
Newark, CA 94560-0728
Attention:  Corporate Secretary

or  to such other address as any party may have furnished  to
the  other  in  writing in accordance herewith,  except  that
notices  of  change of address shall be effective  only  upon
receipt.

14.   Modification  or  Waiver; Entire  Agreement.   No
provision of this Agreement may be modified or waived  except
in a document signed by the Executive and the chairman of the
Compensation Committee of the Board or such other  person  as
may be designated by the Board.    This Agreement, along with
any  stock option or restricted stock agreements between  the
parties, constitute the entire agreement between the  parties
regarding  their  employment  relationship,  and  any   other
agreements,  including the Initial Contract,  are  terminated
and  of no further force or legal effect. To the extent  that
this  Agreement  is in any way inconsistent  with  any  prior
restricted  stock  or  stock option  agreements  between  the
parties,  this  Agreement shall control.  Provided,  however,
that nothing in this Agreement is intended to or shall modify
in  any  way  the  Stock Grant Agreement of  March  16,  1992
between  the  parties, which shall remain in full  force  and
effect.  No agreements or representations, oral or otherwise,
with  respect to the subject matter hereof have been made  by
either  party  which  are  not set forth  expressly  in  this
Agreement.

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

16.  No Mitigation.  The Executive shall have no duty to
seek other employment in order to mitigate payments that  the
Company  may  be required to make to him or for  his  benefit
hereunder  in the event of the termination of his employment.
Provided,  however,  that  if  the  Executive  obtains  other
employment  during  any period in which  he  is  entitled  to
receive continued salary or bonus payments under paragraph 9,
any  salary or bonus payments earned by the Executive  during
such period shall reduce the Company's obligation

begin page 10

to pay continued salary and/or bonus payments under paragraph
9 by the amount of the salary and/or bonus payments so earned
by the Executive.

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

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

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

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

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

ROSS STORES, INC.

By:  /s/ DONALD G. FISHER                    /S/ NORMAN A. FERBER
Title: Chairman, Compensation Committee      EXECUTIVE

EXHIBIT 11

ROSS STORES, INC.
________________________________________

STATEMENT RE:  COMPUTATION OF EARNINGS PER SHARE
(Amounts in thousands, except per share amounts)

Three Months Ended
July 30, 1994         July 31, 1993
Primary Fully Diluted Primary Fully Diluted

Net earnings                          $8,847    $8,847       $8,153    $8,153

Weighted average shares outstanding:
Common shares                    24,547    24,547       25,550    25,566

Common equivalent shares:
Stock options                       215       230          433       433

Weighted average common and common
equivalent shares outstanding         24,762    24,777       25,983    25,999

Earnings per common and common
equivalent share                   $.36      $.36         $.31      $.31

Six Months Ended
July 30, 1994         July 31, 1993
Primary Fully Diluted  Primary Fully Diluted

Net earnings                         $13,255   $13,255     $11,747    $11,747

Weighted average shares outstanding:
Common shares                    24,643    24,643      25,538     25,592

Common equivalent shares:
Stock options                       236       270         551        551

Weighted average common and common
equivalent shares outstanding         24,879    24,913      26,089     26,143

Earnings per common and common
equivalent share                   $.53     $.53         $.45       $.45

EXHIBIT 15

September 9, 1994

Ross Stores, Inc.
Newark, California

We  have  made a review, in accordance with standards established
by the American Institute of Certified Public Accountants, of the
unaudited condensed consolidated interim financial statements  of
Ross Stores, Inc. for the three-month and six-month periods ended
July  30, 1994 and July 31, 1993, as indicated in our independent
accountant's review reports dated August 19, 1994 and August  20,
1993;  because  we  did  not perform an audit,  we  expressed  no
opinion on that information.

We  are  aware  that  our reports referred to above,  which  were
included  in your Quarterly Reports on Form 10-Q for the quarters
ended  July  30,  1994  and July 31, 1993,  are  incorporated  by
reference in Registration Statements Nos. 33-51916, 33-51896, 33-
51898,  33-41415, 33-41413 and 33-29600 of Ross Stores,  Inc.  on
Form S-8.

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

Deloitte & Touche
San Francisco, CA

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
condensed consolidated balance sheets and statements of earnings for the six
months ended July 30, 1994 and is qualified in its entirety by reference to such
financial statements
</LEGEND>
<CIK>                                       0000745732
<NAME>                               ROSS STORES, INC.
<MULTIPLIER>                                     1,000

<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          JAN-28-1995
<PERIOD-START>                             JAN-30-1994
<PERIOD-END>                               JUL-30-1994
<CASH>                                          19,012
<SECURITIES>                                         0
<RECEIVABLES>                                   11,268
<ALLOWANCES>                                         0
<INVENTORY>                                    297,078
<CURRENT-ASSETS>                               338,512
<PP                                         257,695
<DEPRECIATION>                                 109,631
<TOTAL-ASSETS>                                 503,115
<CURRENT-LIABILITIES>                          167,650
<BONDS>                                         83,091
<COMMON>                                           244
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<OTHER-SE>                                     231,883
<TOTAL-LIABILITY-AND-EQUITY>                   503,115
<SALES>                                        576,503
<TOTAL-REVENUES>                               576,503
<CGS>                                          417,538
<TOTAL-COSTS>                                  554,411
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               1,514
<INCOME-PRETAX>                                 22,092
<INCOME-TAX>                                     8,837
<INCOME-CONTINUING>                             13,255
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    13,255
<EPS-PRIMARY>                                      .53
<EPS-DILUTED>                                      .53