SecProbe.io

CORRESP
1
filename1.htm

    rossstores_corresp.htm

    May 25,
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
further comment letter dated May 11, 2010 in regard to our Form 10-K for the
fiscal year ended January 30, 2010 filed March 30, 2010 and our response filed
April 28, 2010 to your initial comment letter dated April 15, 2010. To
facilitate your review, we repeat the captions and numbered paragraphs from your
latest comment letter, and are providing the following responses to the
comment:

    Exhibits

            1.

              We note your response to comment two
      from our letter dated April 15, 2010. Please provide a more detailed
      analysis as to why you believe the agreement is in the ordinary course of
      business.

              We wish to inform
      the Staff that, notwithstanding our view that our revolving credit
      facility is not a contract that must be filed pursuant to Item 601(b)(10)
      of Regulation S-K (“Item 601(b)(10)”), we have determined to voluntarily
      file the agreement as an exhibit to our next Quarterly Report on Form
      10-Q.

              In response to the Staff’s comment, we
      continue to believe that our revolving credit facility is a contract made
      in the ordinary course of our business, and also that it is not material
      to our operations.

    May 25, 2010

Page 2

    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 & Corporate
      Secretary

            Ross Stores, Inc

            cc: Deloitte & Touche LLP

                  Bradley J. Rock, DLA Piper LLP
      (US)

    2