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January 17, 2008

Via EDGAR Filing
Mr. John
Reynolds
Assistant Director
Division of
Corporation Finance
United States Securities
and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549

    Re:

    Ross Stores, Inc.

    Form 10-K for the fiscal year ended February 3,
      2007

    Schedule 14A Proxy Statement filed April 17,
      2007

    File No.
  000-14678

Dear Mr. Reynolds:

We have received your comment letter
dated December 7, 2007 in regard to our Form 10-K for the fiscal year ended
February 3, 2007 and our Schedule 14A Proxy Statement filed April 17, 2007. To
facilitate your review, we repeat the captions and numbered paragraphs from your
comment letter, and are providing the following responses to the
comments:

Schedule 14A Proxy
Statement

Compensation Discussion and
Analysis, page 28

    1.

      We note your
      disclosure that, “A significant portion of the total potential
      compensation of [y]our executive officers ... is in the form of annual
      incentive bonuses ... that vary according to the Company’s achievement of
      pre-established pre-tax profit targets....” We further note that you have
      not provided a quantitative discussion of all of the terms of the
      necessary targets to be achieved for your named executive officers to earn
      their incentives bonuses. In future filings, please disclose the specific
      performance targets used to determine incentive amounts or provide a
      supplemental analysis as to why it is appropriate to omit these targets
      pursuant to Instruction 4 to Item 402(b) of Regulation S-K. To the extent
      that it is appropriate to omit specific targets, please provide the
      disclosure pursuant to Instruction 4 to Item 402(b). In discussing how
      likely it will be for the company to achieve the target levels or other
      factors, provide as much detail as necessary without providing information
      that poses a reasonable risk of competitive
  harm.

January 17, 2008
Page 2

    We advise the Staff that in
      future filings we will disclose the specific targets that were used in
      determining the level of incentive bonuses earned by our named executive
      officers in the subject fiscal year.

    2.

      It appears that you have
      benchmarked different elements of your compensation against different
      benchmarking groups. In future filings, please identify the companies that
      comprise each group if material. Refer to Item 402(b)(2)(xiv) of
      Regulation S-K. This disclosure should include a discussion of where
      actual payments fell within targeted parameters. To the extent actual
      compensation was outside a targeted percentile range, include an
      explanation of the reasons for this.

      We advise the Staff that we do
      not believe that we “benchmark” our compensation in the sense indicated by
      this comment. In particular, we do not target our executive compensation
      or elements of our compensation to a percentile range or to other
      parameters based on any group or groups of companies. In future filings,
      we will revise our disclosure to clarify how our Compensation Committee
      gathers and uses market-related information with regard to compensation
      practices and levels at other companies.

      Ross Stores, Inc. acknowledges
      that:

  the company is responsible for the
  adequacy and accuracy of the disclosure in the referenced filing;

  Staff comments or changes to
  disclosure in response to Staff comments do not foreclose the Commission from
  taking any action with respect to the filing; and

  the company may not assert Staff comments as a
  defense in any proceeding initiated by the Commission or any person under the
  federal securities laws of the United States.

Please call me at (925) 965-4570 if you
have any additional comments or questions regarding our response.

Sincerely yours,

/s/ M. LeHocky
Mark LeHocky

Senior Vice President and General
Counsel
Ross Stores, Inc

    cc:

    Mike Rudy, Deloitte & Touche LLP

    Bradley J. Rock, DLA Piper US
LLP

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