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CORRESP
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filename1.htm

    rossstores_corresp.htm

    June 30,
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.

            Schedule 14A for Annual Meeting May 19, 2010

            Filed
      April 12, 2010

            File
      No. 0-14678

    Dear Mr. Reynolds:

    We have received your
comment letter dated June 9, 2010 in regard to our Schedule 14A, filed April 12,
2010, for our Annual Meeting of Stockholders held on May 19, 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:

    Schedule 14A for Annual Meeting May 19,
2010

    Board Leadership Structure, page
8

            1.

              We note that the company has separated
      the roles of chairman and chief executive officer. In future filings,
      please explain why the company has determined that its leadership
      structure is appropriate. Refer to Item 407(h) of Regulation S-K in this regard. Please
      provide us with proposed draft disclosure.

    As noted in our Schedule 14A, our Board has for many years separated the
roles of Chairman and Chief Executive Officer. In future filings, we propose to
include additional disclosure substantially as follows:

    Our Board has determined that this leadership structure is appropriate
because it has worked effectively for many years. Our Board seeks to have both
strong leadership as a Board, and a strong CEO. Our experience has shown that
separation of the roles of Chairman and of CEO can contribute to the
effectiveness of both. However, for this structure to be the most effective, it
is key who fills each of those roles, and our Board believes that it is
preferable for both to have deep industry expertise and organizational
familiarity with the Company. Our current Chairman of the Board, Mr. Ferber, had
previously served as our chief executive officer, which we believe contributes
to the effectiveness of our current leadership structure.

    Compensation Committee, page
8

            2.

              We note your disclosure in response to
      Item 402(s) of Regulation S-K. Please describe the process you undertook
      to reach the conclusion that disclosure is not necessary.

    Supplementally, we advise the Staff of the following process we undertook
to reach the conclusion that disclosure is not necessary: The Compensation
Committee worked with Hewitt Associates, the Company’s independent consultant,
to develop a framework for assessing our compensation risks related to our
overall compensation policies and practices for all employees. The Compensation
Committee then directed management to review that risk, based on the assessment
framework that had been developed. Management conducted its review and then
presented its analysis and recommendation to the Compensation Committee. The
Compensation Committee then reviewed and discussed the assessment and concluded
that potential risks arising from our compensation polices or practices are not
reasonably likely to have a material adverse effect on the Company.

    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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