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CORRESP
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    ross_corresp.htm

    April 28,
2010

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

            Re:
            Ross
      Stores, Inc.

            Form
      10-K for the fiscal year ended January 30, 2010

            Filed
      March 30, 2010

            File
      No. 0-14678

    Dear Mr. Reynolds:

    We have received your
comment letter dated April 15, 2010 in regard to our Form 10-K for the fiscal
year ended January 30, 2010 filed March 30, 2010. To facilitate your review, we
repeat the captions and numbered paragraphs from your comment letter, and are
providing the following responses to the comments:

    Exhibits

            1.

            It appears that exhibits 10.34, 10.36,
      10.48, 10.54, 10.59, 10.60, 10.64, 10.65, 10.68, 10.71 and 10.72 have not
      been filed in their entirety. In your next periodic report, please file
      these exhibits in their entirety.

              In reviewing the
      referenced exhibits, we have noted that each of them makes reference to an
      “Exhibit A” which is not included. We believe that to be the basis for the
      Staff’s comment.

              In the case of
      exhibit 10.48, in our next periodic report, we will file the exhibit in
      its entirety, with the “Exhibit A”
attachment.

    April 28, 2010
Page
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              In the case of
      exhibits 10.34, 10.36, 10.54, 10.59, 10.60, 10.64, 10.65, 10.68, 10.71 and
      10.72 (that is, each of the cited exhibits other than exhibit 10.48), the
      omitted “Exhibit A” is a company standard form of general release, which
      does not vary among the individual agreements (there is an applicable form
      for California-based executives, and an applicable form for New York-based
      executives). Both forms of general release were filed and included as part of exhibit 10.35
      (which incorporates by reference exhibit 10.5 filed with our Quarterly
      Report on Form 10-Q for the quarter ended May 2, 2009). Rather than
      duplicate the same form of release with every exhibit, we propose to
      address the comment in our next periodic report by filing in its entirety
      (with the two forms of general release) exhibit 10.36. Exhibits 10.36 and
      10.35 are the generic forms of the executive employment agreements we
      currently use, and the form of general release attached to the generic
      forms is the same form attached to the agreements with the individual
      executives. We propose to then provide expanded incorporation by reference
      notes for each of the remaining cited exhibits, to reference both the
      individual agreement (as previously filed) and the applicable generic form
      of agreement with respect to the “Exhibit A” form of general release. We
      believe this approach will appropriately address the comment, while
      avoiding repetition and making apparent for readers the uniformity of this
      attachment.

            2.

            We note the $600 million revolving
      credit facility referenced on page 26 and elsewhere in the Form 10-K.
      Please explain why the agreement has not been filed as an
      exhibit.

              We advise the
      Staff that we do not believe that our revolving credit facility is a
      “material contract” for purposes of Item 601(b)(10) of Regulation S-K
      (“Item 601(b)(10)”) and is therefore not required to be filed as an
      exhibit.

              Under paragraph
      (ii) of Item 601(b)(10), “[i]f the contract is such as ordinarily
      accompanies the kind of business conducted by the registrant and its
      subsidiaries, it will be deemed to have been made in the ordinary course
      of business and need not be filed unless it falls within one or more of
      the following categories, in which case it shall be filed except where
      immaterial in amount or significance.” We believe that revolving credit
      facilities are commonplace in our industry, and ordinarily accompany the
      kind of business we conduct.

              Paragraph (ii) of
      Item 601(b)(10) then lists four specific categories of agreements (A
      through D) which must be considered. The revolving credit facility does
      not fit within any of those four categories. It is not a contract to which
      our directors, officers or significant stockholders is a party (category
      A), a contract upon which our business is substantially dependent
      (category B), a contract calling for the acquisition or sale of property,
      plant or equipment for a consideration exceeding 15 percent of such fixed
      assets (category C), or a material lease under which a part of our
      property is held (category D). The closest potentially applicable category
      could be category B, however that category is focused on commercially
      unique and competitively strategic arrangements:

              “B. Any contract
      upon which the registrant’s business is substantially dependent, as in the
      case of continuing contracts to sell the major part of registrant’s
      products or services or to purchase the major part of registrant’s
      requirements of goods, services or raw materials or any franchise or
      license or other agreement to use a patent, formula, trade secret, process
      or trade name upon which registrant’s business depends to a material
      extent.”

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    April 28,
2010
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              That is not a
      category which encompasses ordinary commercial banking
      products.

              We also note that
      the revolving credit facility is not material to our operations. We have
      had no significant borrowings under the facility at any time, and we have
      not had any borrowings under it since September 2008.

              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, General Counsel and
Corporate Secretary
Ross Stores, Inc.

            cc:
            Deloitte & Touche LLP

            Bradley
      J. Rock, DLA Piper LLP (US)

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