SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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 July 29, 2025

Adam Orvos
Executive Vice President and Chief Financial Officer
Ross Stores, Inc.
5130 Hacienda Drive
Dublin, CA 94568

 Re: Ross Stores, Inc.
 Form 10-K for Fiscal Year Ended February 1, 2025
 File No. 000-14678
Dear Adam Orvos:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Document July 21, 2025 Via EDGAR Patrick Kuhn and Lyn Shenk U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade and Services 100 F. Street, N.E. Washington, D.C. 20549 Re: Ross Stores, Inc. Form 10-K for Fiscal Year Ended February 1, 2025 File No. 000-14678 Dear Mr. Kuhn and Mr. Shenk: On behalf of Ross Stores, Inc. (the “Company”), we are providing the following response to the comment set forth in the comment letter from the staff of the Securities and Exchange Commission (the “Staff”) to Adam Orvos, Executive Vice President and Chief Financial Officer of the Company, dated July 11, 2025. To facilitate your review, we repeat the caption and numbered paragraph from your comment letter, followed by our response to the comment: Form 10-K for Fiscal Year Ended February 1, 2025 Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations, page 26 1. We note your response to comment 1. You state the principal drivers for variances are presented in order of significance. While listing factors in order of magnitude is not objectionable in and of itself, it is an indirect and less useful way to provide needed information to your investors. Your intended, revised disclosure continues to either not quantify certain factors at all or to quantify them in an indirect manner, such as by references to percentages of other percentages. We believe you should make it easy for investors to obtain quantified impacts of factors, by stating them in absolute dollars. Refer to Instruction 3 to S-K 303(b). Please revise to quantify material factors in absolute dollars and provide us a copy of your intended, revised disclosure. 1 Regarding the impacts of changes in price and volume on revenue, we note your proposed attribution to traffic (volume-driven) and basket (volume- and price-driven) because goods sold vary from period to period. We acknowledge that isolating reasons for specific material changes, and quantifying such isolated reasons, can sometimes be challenging because they can be highly interrelated. In such circumstances, we encourage you to acknowledge this fact, and to explain such interrelated circumstances to the extent possible. To the extent you do implement changes in price across your assortment that materially impacts sales, we encourage you to describe and quantify the impact of the change. Response: We acknowledge the Staff’s comment and appreciate the opportunity to further clarify our disclosure for the material drivers of changes in net sales. In future periodic filings we will quantify material factors, when meaningful, in absolute dollars to provide additional insight for the relevant period (using the Fiscal 2024 Form 10-K disclosure for illustration; changes are underlined): Sales for fiscal 2024 increased $752.3 million, or 3.7%, compared to the prior year. This was primarily due to both the 3% increase in comparable store sales (or approximately $517 million) and an increase of approximately $296 million from the opening of 77 net new stores during fiscal 2024. The 3% increase in comparable store sales reflects an approximate 2% increase in the number of transactions (traffic) and a 1% increase in average transaction value (basket). Sales for fiscal 2023 included approximately $308 million from the additional week of sales due to the 53rd week. With respect to the Staff’s comment on our proposed attribution to traffic and basket, we acknowledge this comment and will address as applicable in future filings. If the Staff has any questions regarding our response or any additional comments, please feel free to contact me at (925) 965-4550. Sincerely, /s/ Adam Orvos Adam Orvos Executive Vice President and Chief Financial Officer (Principal Financial Officer) 2

<DOCUMENT>
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<TEXT>
 July 11, 2025

Adam Orvos
Executive Vice President and Chief Financial Officer
Ross Stores, Inc.
5130 Hacienda Drive
Dublin, CA 94568

 Re: Ross Stores, Inc.
 Form 10-K for Fiscal Year Ended February 1, 2025
 Response dated June 30, 2025
 File No. 000-14678
Dear Adam Orvos:

 We have reviewed your June 30, 2025 response to our comment letter and
have the
following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our June 17,
2025 letter.

Form 10-K for Fiscal Year Ended February 1, 2025
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 26

1. We note your response to comment 1. You state the principal drivers for
variances are
 presented in order of significance. While listing factors in order of
magnitude is not
 objectionable in and of itself, it is an indirect and less useful way to
provide needed
 information to your investors. Your intended, revised disclosure
continues to either
 not quantify certain factors at all or to quantify them in an indirect
manner, such as by
 references to percentages of other percentages. We believe you should
make it easy
 for investors to obtain quantified impacts of factors, by stating them
in absolute
 dollars. Refer to Instruction 3 to S-K 303(b). Please revise to quantify
material factors
 in absolute dollars and provide us a copy of your intended, revised
disclosure.
 July 11, 2025
Page 2

 Regarding the impacts of changes in price and volume on revenue, we note
your
 proposed attribution to traffic (volume-driven) and basket (volume- and
price-driven)
 because goods sold vary from period to period. We acknowledge that
isolating
 reasons for specific material changes, and quantifying such isolated
reasons, can
 sometimes be challenging because they can be highly interrelated. In
such
 circumstances, we encourage you to acknowledge this fact, and to explain
such
 interrelated circumstances to the extent possible. To the extent you do
 implement changes in price across your assortment that materially
impacts sales, we
 encourage you to describe and quantify the impact of the change.
 Please contact Patrick Kuhn at 202-551-3308 or Lyn Shenk at 202-551-3380
if you
have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Document June 30, 2025 Via EDGAR Patrick Kuhn and Lyn Shenk U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade and Services 100 F. Street, N.E. Washington, D.C. 20549 Re: Ross Stores, Inc. Form 10-K for Fiscal Year Ended February 1, 2025 File No. 000-14678 Dear Mr. Kuhn and Mr. Shenk: On behalf of Ross Stores, Inc. (the “Company”), we are providing the following response to the comment set forth in the comment letter from the staff of the Securities and Exchange Commission (the “Staff”) to Adam Orvos, Executive Vice President and Chief Financial Officer of the Company, dated June 17, 2025. To facilitate your review, we repeat the caption and numbered paragraph from your comment letter, followed by our response to the comment: Form 10-K for Fiscal Year Ended February 1, 2025 Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations, page 26 1. Please revise to quantify factors to which changes are attributed. For example, revise to quantify the impact of the increase in comparable store sales and sales attributed to the opening of new stores during the fiscal year. Please also revise to quantify impacts of changes in price and volume on revenue. Refer to Item 303(b)(2) of Regulation S-K. 1 Response: We acknowledge the Staff’s comment and appreciate the opportunity to respond. We respectfully believe that the current disclosure in Management’s Discussion and Analysis of Financial Condition and Results of Operation (“MD&A”) on page 27 of the Form 10-K for our fiscal year ended February 1, 2025 (the “Fiscal 2024 Form 10-K”) appropriately quantifies the material factors to which the changes are attributed. Throughout the MD&A section, the principal drivers for the financial statement line-item variances, such as net sales, are presented in order of significance. The majority of the 3.7% increase in net sales was due to the 3% increase in comparable store sales (3 of the 3.7%). Comparable stores are defined on page 26 of the Fiscal 2024 Form 10-K as stores open for more than 14 complete months. For fiscal 2024, the remaining percentage increase in net sales was primarily driven by the opening of 77 net new stores during the fiscal year, partially offset by the impact of the 53rd week in fiscal 2023. We separately quantified our sales from the additional (53 rd ) week in fiscal 2023. In future filings, we will include additional clarification in regard to quantification of the noted factors, as applicable. While we do not believe that additional quantification of less significant components is useful to investors, there are other metrics, relating to customer purchasing behavior, such as traffic (defined as the number of transactions) and basket (defined as average transaction value), that may provide additional insight into our comparable store sales results. To clarify and enhance our disclosure regarding changes in net sales, for future periodic filings we propose additional clarification such as the following, subject to variation as applicable and as deemed material for the relevant period (using the Fiscal 2024 Form 10-K disclosure for illustration; changes are underlined): Sales for fiscal 2024 increased $752.3 million, or 3.7%, compared to the prior year. This was primarily due to the 3% increase in comparable store sales and . The 3% increase in comparable store sales reflects an approximate 2% increase in the number of transactions (traffic) and a 1% increase in average transaction value (basket). The remaining percentage increase in sales was primarily driven by the opening of 77 net new stores during fiscal 2024 , partially offset by the impact of the 53rd week in fiscal 2023 . Sales for fiscal 2023 included approximately $308 million from the additional week of sales due to the 53rd week. With respect to the impacts of changes in price and volume on revenue, we believe this updated disclosure also appropriately reflects and quantifies that information. As disclosed on page four of the Fiscal 2024 Form 10-K, our merchandise offerings include apparel, footwear, home accents and furniture, bed and bath, beauty, accessories, toys, gourmet food, luggage, electronics, pet accessories, jewelry and watches, and cookware. Due to our off-price business model and flexible, opportunistic sourcing of merchandise, the assortments of goods we offer is constantly changing and spans a wide range of vendors, labels, products, and prices. The goods sold in one period are not the same as the goods sold in another period. As discussed above, we believe that other metrics, such as transaction volume (traffic) and average transaction value (basket), may provide further insight into our sales results and general trends in volume and pricing. 2 If the Staff has any questions regarding our response or any additional comments, please feel free to contact me at (925) 965-4550. Sincerely, /s/ Adam Orvos Adam Orvos Executive Vice President and Chief Financial Officer (Principal Financial Officer) 3

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 17, 2025

Adam Orvos
Executive Vice President and Chief Financial Officer
Ross Stores, Inc.
5130 Hacienda Drive
Dublin CA 94568

 Re: Ross Stores, Inc.
 Form 10-K for Fiscal Year Ended February 1, 2025
 File No. 000-14678
Dear Adam Orvos:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for Fiscal Year Ended February 1, 2025
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 26

1. Please revise to quantify factors to which changes are attributed. For
example, revise
 to quantify the impact of the increase in comparable store sales and
sales attributed
 to the opening of new stores during the fiscal year. Please also revise
to
 quantify impacts of changes in price and volume on revenue. Refer to
Item 303(b)(2)
 of Regulation S-K.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.
 June 17, 2025
Page 2

 Please contact Patrick Kuhn at 202-551-3308 or Lyn Shenk at 202-551-3380
with any
questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

July 8, 2011
 Via E-mail

Mr. John G. Call, Senior Vice Pres ident and Chief Financial Officer
Ross Stores, Inc. 4440 Rosewood Drive Pleasanton, California 94588
Re: Ross Stores, Inc.
Form 10-K for Fiscal Year End  January 29, 2011 Filed March 29, 2011 File No. 000-14678

Dear Mr. Call:
We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,

 /s/ James Lopez (for)
  John Reynolds
Assistant Director

CORRESP
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    rossstores_corresp.htm

June 23, 2011

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.

May 18, 2011 Supplemental Response to

Form 10-K for Fiscal Year End January 29, 2011

Filed March 29, 2011

File No. 000-14678

Dear Mr. Reynolds:

We have received your comment letter dated June 15, 2011 in regard to our Form 10-K for our fiscal year ended January 29, 2011, filed March 29, 2011. To facilitate your review, we repeat the captions and numbered paragraphs from your comment letter, and are providing the following responses to the comments:

Form 10-K for Fiscal Year End January 29, 2011

Supplemental Response, submitted May 18, 2011

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 18

1.

We note your response to comment 2 of our letter dated May 11, 2011. Please revise future filings to further clarify the reasons for material trends in packaway inventory and identify the principal factors you consider when determining to use packaway inventory instead of other inventory. Also, please clarify the term “a semi-annual selling season.” Please provide revised draft disclosure.

In response to this comment, we advise the Staff that we plan to revise the discussion of packaway inventory in Management’s Discussion and Analysis in future filings substantially as follows:

We expect to continue to take advantage of packaway inventory opportunities to deliver bargains to our customers. As a regular part of our business, packaway inventory levels will vary over time based on availability of compelling opportunities in the marketplace.

Packaway merchandise is purchased with the intent that it will be stored in our warehouses until a later date. The timing of the release of packaway inventory to our stores is principally driven by the product mix and seasonality of the merchandise, and its relation to the Company’s store merchandise assortment plans. As such, the aging of packaway varies by merchandise category and seasonality of purchase, but typically packaway remains in storage less than six months.

Changes in packaway inventory levels impact our operating cash flow. At the end of the 2011 first quarter, packaway inventory increased to 48% of total inventory from 47% at the end of fiscal 2010. At the end of the 2010 first quarter, packaway inventory decreased to 33% of inventory from 38% at the end of fiscal 2009. Packaway inventory as a percentage of our total inventory increased from the first quarter of 2010 to the first quarter of 2011 as we took advantage of the increased availability of compelling opportunities available in the marketplace.

The change in total merchandise inventory, net of the related change in accounts payable, resulted in a use of cash of approximately $85 million for the three months ended April 30, 2011 compared to a source of cash of approximately $75 million for the three months ended May 1, 2010.

We do not believe that fluctuations in our packaway inventory levels will have a material impact on our overall liquidity.

Financial Statements

Notes to Financial Statements

Note A: Summary of Significant Accounting Policies

Revenue, page 35

2.

We reviewed your response to our prior comment 3. Please tell us why you believe it is appropriate to record gift card breakage as a reduction of operating expenses versus revenue or other operating income. In addition, for each period presented, provide us with the amount of breakage recognized and the amount of your unredeemed gift card liability.

Supplementally, we advise the Staff that we recorded breakage of stored value cards (gift cards and store cards issued to customers as a result of a merchandise return or exchange) of approximately $2.7 million, $2.0 million, and $2.0 million in 2010, 2009 and 2008, respectively.

The classification of breakage is not specifically addressed in U.S. GAAP, and there is diversity in practice regarding classification of breakage. We record breakage as other operating income, which due to its insignificance is classified as a reduction of selling, general and administrative expenses in our consolidated statements of earnings.

The liability for unredeemed stored value cards is recorded in accrued expenses and other in the consolidated balance sheets and was approximately 3% of total current liabilities as of the end of 2010 and 2009. As such, this liability balance was less than the 5% requirement for separate disclosure. In the future we will continue to evaluate this liability balance for separate disclosure.

2

Item 9A – Controls and Procedures

Disclosure Controls and Procedures, page 53

3.

We have reviewed your response to our prior comment 4. Your response did not address our comment, and thus the comment will be reissued. We note your statement that “any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met.” Please provide us with and confirm that in future filings you will revise your disclosure to state clearly, if true, that your disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and that your principal executive officer and principal financial officer concluded that your disclosure controls and procedures are effective at that reasonable assurance level. In the alternative, remove the reference to the level of assurance of your disclosure controls and procedures.

In response to the Staff’s comment, we propose to revise our disclosure in future filings with regard to the evaluation and effectiveness of our disclosure controls and procedures so that it would read substantially as follows:

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our “disclosure controls and procedures” (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this report. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at that reasonable assurance level as of the end of the period covered by this report.

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events.

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) 965-4315 if you have any additional comments or questions regarding our response.

Sincerely,

John G. Call

Senior Vice President and Chief Financial Officer

Ross Stores, Inc.

cc:

Adam Scott, Deloitte & Touche LLP

Bradley J. Rock, DLA Piper LLP (US)

3

June 15, 2011
 Via E-mail

Mr. John G. Call, Senior Vice Pres ident and Chief Financial Officer
Ross Stores, Inc. 4440 Rosewood Drive Pleasanton, California 94588
Re: Ross Stores, Inc.
 May 18, 2011 Supplemental Response to
Form 10-K for Fiscal Year End January 29, 2011 Filed March 29, 2011 File No. 000-14678

Dear Mr. Call:
 We have reviewed your supplemental respons e to our letter dated May 10, 2011 and have
the following comments.  In some of our co mments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
 Form 10-K for Fiscal Year End January 29, 2011

Supplemental Response, submitted May 18, 2011
 Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
18

1. We note your response to comment 2 of our letter dated May 11, 2011.  Please revise
future filings to further clarify the reasons for material trends in packaway inventory and identify the principal factors you consider wh en determining to use packaway inventory
instead of other inventory.   Also, please cl arify the term “a semi-annual selling season.”
Please provide revised draft disclosure.

John G. Call Ross Stores, Inc. June 15, 2011 Page 2

 Financial Statements

Notes to Financial Statements
Note A: Summary of Significant Accounting Policies
Revenue, page 35

2. We reviewed your response to our prior comm ent 3.  Please tell us why you believe it is
appropriate to record gift card breakage as  a reduction of operating expenses versus
revenue or other operating income.  In addition, for each period presented, provide us with the amount of breakage recognized a nd the amount of your unredeemed gift card
liability.
 Item 9A – Controls and Procedures

Disclosure Controls and Procedures, page 53

3. We have reviewed your response to our prio r comment 4.  Your response did not address
our comment, thus the comment will be re issued.  We note your statement that “any
system of controls, however well designed and operated, can provide only reasonable,
and not absolute, assurance that the objectives  of the system will be met”.  Please provide
us with and confirm that in future filings you will revise your disclosu re to state clearly,
if true, that your disclosure controls and procedures are designed to  provide reasonable
assurance of achieving their objectives and that your principal executive officer and
principal financial officer concluded  that your disclosure cont rols and procedures are
effective at that reasonable assurance level .  In the alternative, remove the reference to
the level of assurance of your disclo sure controls and procedures.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
You may contact Angela Halac at (202) 551-3398 or Brian Bh andari at (202) 551-3390 if
you have questions regarding comments on the fina ncial statements and related matters.  Please
contact Erin Wilson at (202) 551-6047 or Ja mes Lopez at (202) 551-3536 with any other
questions.
Sincerely,
   /s/ James Lopez (for)    John Reynolds
Assistant Director

CORRESP
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    rossstores_corresp.htm

May 18, 2011

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 Fiscal Year End January 29, 2011

Filed March 29, 2011

File No. 000-14678

Dear Mr. Reynolds:

We have received your comment letter dated May 10, 2011 in regard to our Form 10-K for our fiscal year ended January 29, 2011, filed March 29, 2011. To facilitate your review, we repeat the captions and numbered paragraphs from your comment letter, and are providing the following responses to the comments:

Form 10-K for Fiscal Year End January 29, 2011

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities, page 14

1.

Please confirm that in future filings you will provide the information required by Item 201(a)(1)(ii) of Regulation S-K.

We confirm that in future filings we will provide the information required by Item 201(a)(1)(ii) of Regulation S-K.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 18

2.

We note the reference to “packaway inventory” on page 22 and statements regarding the cash provided by, and replenishment of, your merchandise inventory. We also note the description of packaway on page four as approximately half of your inventory, which is merchandise purchased “with the intent that it will be stored in our warehouses until a later date.” Please revise your Management’s Discussion and Analysis in future filings to clarify in quantitative and qualitative terms the turnover of your packaway inventory, the effect upon liquidity of the delayed turnover of packaway inventory, and any known trends, events or uncertainties with respect to it. See Item 303(a)(1) of Regulation S-K and Instructions 1 and 2 of Item 303(a). Please provide the draft disclosure.

In response to this comment, we advise the Staff that we plan to revise the discussion of packaway inventory in Management’s Discussion and Analysis in future filings substantially as follows:

Packaway merchandise is purchased with the intent that it will be stored in our warehouses until a later date. The aging of packaway varies by merchandise category and seasonality of purchase, but typically packaway remains in storage less than a semi-annual selling season.

We expect to continue to take advantage of packaway inventory opportunities to deliver bargains to our customers. As a regular part of our business, packaway inventory levels will vary over time based on availability of compelling opportunities in the marketplace.

Changes in packaway inventory levels impact our operating cash flow. At the end of the 2011 first quarter, packaway inventory increased to 48% of total inventory from 47% at the end of fiscal 2010. At the end of the 2010 first quarter, packaway inventory decreased to 33% of inventory from 38% at the end of fiscal 2009. The change in total merchandise inventory, net of the related change in accounts payable, resulted in a use of cash of approximately $85 million for the three months ended April 30, 2011 compared to a source of cash of approximately $74 million for the three months ended May 1, 2010.

We do not believe that fluctuations in our packaway inventory levels will have a material impact on our overall liquidity.

Financial Statements

Notes to Financial Statements

Note A: Summary of Significant Accounting Policies

Revenue, page 35

3.

It appears from your disclosure that revenue from the sale of gift cards is deferred until redeemed for a purchase. Please provide us with and confirm in future filings you will revise to clarify your policy as it relates to gift cards that are never redeemed or not redeemed over an extended period of time. Please ensure your response addresses when and if your gift cards expire and when the liability for unredeemed gift cards is removed from the balance sheet.

Unlike many retailers, gift cards do not represent a significant source of revenue for Ross. However, in future filings we will revise the description to clarify our policy as it relates to unredeemed gift cards substantially as follows:

Sales of gift cards are deferred until they are redeemed for the purchase of the Company’s merchandise. The Company’s gift cards do not have expiration dates. Based upon historical redemption rates, a small percentage of gift cards will never be redeemed, which represents breakage. The Company recognizes income from gift card breakage as a reduction of operating expenses when redemption by a customer is considered to be remote. Income recognized from breakage was not significant in 2010, 2009 and 2008.

2

Item 9A – Controls and Procedures

Disclosure Controls and Procedures, page 53

4.

We note your statement that “any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met.” Please provide us with and confirm that in future filings you will revise your disclosure to state clearly, if true, that your disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and that your principal executive officer and principal financial officer concluded that your disclosure controls and procedures are effective at that reasonable assurance level. In the alternative, remove the reference to the level of assurance of your disclosure controls and procedures.

In response to the Staff’s comment, we propose to revise our disclosure in future filings with regard to the evaluation and effectiveness of our disclosure controls and procedures so that it would read substantially as follows:

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our “disclosure controls and procedures” (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this report. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events.

Exhibits

5.

We note exhibit 10.14 appears to be missing attachments, exhibits or appendices. Please confirm that you will file the exhibit in its entirety with your next periodic report pursuant to Item 601(b)(10) of Regulation S-K.

We confirm that we will file exhibit 10.14 in its entirety with our next periodic report pursuant to Item 601(b)(10) of Regulation S-K.

3

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) 965-4315 if you have any additional comments or questions regarding our response.

Sincerely,

/s/ John G. Call

John G. Call

Senior Vice President and Chief Financial Officer

Ross Stores, Inc.

cc:
Adam Scott, Deloitte & Touche LLP

Bradley J. Rock, DLA Piper LLP (US)

4

May 10, 2011
 Via E-mail

Mr. John G. Call, Senior Vice Pres ident and Chief Financial Officer
Ross Stores, Inc. 4440 Rosewood Drive
Pleasanton, California 94588

Re: Ross Stores, Inc.
 Form 10-K for Fiscal Year End January 29, 2011
Filed March 29, 2011 File No. 000-14678

Dear Mr. Call:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
 Form 10-K for Fiscal Year End January 29, 2011

 Market for Registrant’s  Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities, page 14

1. Please confirm that in future filings, you w ill provide the information required by Item
201(a)(1)(ii) of Regulation S-K.

John G. Call Ross Stores, Inc. May 10, 2011 Page 2

 Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
18

2. We note the reference to “packaway inventory”  on page 22 and statements regarding the
cash provided by, and replenishment of, your me rchandise inventory.  We also note the
description of packaway on page four as a pproximately half of your inventory, which is
merchandise purchased “with the intent that it will be stored in our  warehouses until a
later date.”  Please revise your Management’s Discussion and Analysis in future filings to
clarify in quantitative and qua litative terms the turnover of  your packaway inventory, the
effect upon liquidity of the delayed tur nover of packaway inventory, and any known
trends, events or uncertainties with respect to it.   See It em 303(a)(1) of Regulation S-K
and Instructions 1 and 2 to Item 303( a).  Please provide draft disclosure.
 Financial Statements

Notes to Financial Statements
Note A: Summary of Significant Accounting Policies
Revenue, page 35

3. It appears from your disclosure that revenue from the sale of gift cards is deferred until
redeemed for a purchase. Please provide us w ith and confirm that in future filings you
will revise to clarify your policy as it relates to gift cards th at are never redeemed or not
redeemed over an extended period of time.  Please ensure your response addresses when
and if your gift cards expire and when the li ability for unredeemed gift cards is removed
from the balance sheet.
 Item 9A – Controls and Procedures

Disclosure Controls and Procedures, page 53

4. We note your statement that “any system of controls, however well designed and
operated, can provide only reasonable, and not absolute, assurance that the objectives of
the system will be met”.  Please provide us with and confirm that in future filings you will revise your disclosure to state clearly, if true, that your disclosure controls and
procedures are designed to  provide reasonable assurance of  achieving their objectives and
that your principal executive o fficer and principal financial officer concluded that your
disclosure controls and procedur es are effective at that reason able assurance level.  In the
alternative, remove the reference to the level of assurance of your disclosure controls and
procedures.
 Exhibits

5. We note exhibit 10.14 appears to be missing atta chments, exhibits or appendices.  Please
confirm that you will file the exhibit in its  entirety with your next periodic report
pursuant to Item 601(b)(10) of Regulation S-K.

John G. Call Ross Stores, Inc. May 10, 2011 Page 3

 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the 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 federa l securities laws of  the United States.

You may contact Angela Halac at (202) 551-3398 or Brian Bh andari at (202) 551-3390 if
you have questions regarding comments on the fina ncial statements and related matters.  Please
contact Erin Wilson at (202) 551-6047 or Ja mes Lopez at (202) 551-3536 with any other
questions.
Sincerely,

 /s/ James Lopez (for)
   John Reynolds
Assistant Director

July 14, 2010   Michael Balmuth, Chief Executive Officer Ross Stores, Inc. 4440 Rosewood Drive Pleasanton, California  94588-3050       RE:  Ross Stores, Inc.
             Form 10-K FYE January 30, 2010
             Filed March 30, 2010              File No. 0-14678
Dear Mr. Balmuth:
          We have completed our review of your filing and do not have any further comments at
this time.                                                                                                                 Sincerely,
                                                                                                              John Reynolds,
                                                                                                              Assistant Directo r

CORRESP
1
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)

    2

Mail Stop 3561

                                                                                                            June 9, 2010
 Michael Balmuth, Chief Executive Officer Ross Stores, Inc. 4440 Rosewood Drive Pleasanton, California  94588-3050       RE:  Ross Stores, Inc.
             Schedule 14A for Annual Meeting May 19, 2010
             Filed April 12, 2010              File No. 0-14678

Dear Mr. Balmuth:
We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.

 Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.   If you do not believe our comments apply to your facts and circumstances, please tell us why in your
response.               After reviewing the informati on you provide in response to these comments, we may
have additional comments.  Schedule 14A for Annual Meeting May 19, 2010

Board Leadership Structure… page 8

1. We note that the company has separated th e 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 w ith proposed draft disclosure.

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.

Michael Balmuth
Ross Stores, Inc. June 9, 2010 Page  2  Closing Comments

   We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that th e filing includes the information required under the
Securities Exchange Act of 1934 and all applicab le Exchange Act rules.  Since the company
and its management are in possession of all fact s relating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In responding to our comments, please provi de a written statement from the company
acknowledging that:  ‚ the company is responsible for the adequacy an d accuracy of the disclo sure in the 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 federa l securities laws of  the United States.
   Please contact Janice McGuirk, examiner , at (202) 551-3395 or Pam Howell, legal
reviewer, at (202) 551-3 357 with any questions.

Sincerely,
                John Reynolds,
Assistant Director
cc:  via fax (925) 965-4388

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

Mail Stop 3561

                                                                                                             May 11, 2010
 Michael Balmuth, Chief Executive Officer Ross Stores, Inc. 4440 Rosewood Drive Pleasanton, California  94588-3050       RE:  Ross Stores, Inc.
             Form 10-K FYE January 30, 2010
             Filed March 30, 2010              File No. 0-14678

Dear Mr. Balmuth:
We have reviewed your response filed April 28, 2010 and have the following
comment.  If you disagree, we will consider your explanation as to why our comment is
inapplicable.  Please be as detailed as necessa ry in your explanation.  After reviewing this
information, we may raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requ irements and to enhance the overall disclosure
in your filing.  We look forward to working with you in these respects.  We welcome any
questions you may have about our comments or any other aspect of  our review.  Feel free to
call us at the telephone numbers liste d at the end of this letter.
 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.
 Closing Comments

 Please respond to this comment within 10 business days or tell us when you will
provide us with a response.  Detailed cover le tters greatly facilitate  our review.  Please
understand that we may have additional comm ents after reviewing your response to our
comment.

Michael Balmuth
Ross Stores, Inc. May 11, 2010 Page  2   Please contact Janice McGuirk, examiner , at (202) 551-3395 or Pam Howell, legal
reviewer, at (202) 551-3 357 with any questions.

Sincerely,
               John Reynolds,
Assistant Director
     cc:  via fax (925) 965-4388

CORRESP
1
filename1.htm

    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
2

              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.”

    2

    April 28,
2010
Page 3

              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)

    3

Mail Stop 3561

                                                                                                             April 15, 2010
 Michael Balmuth, Chief Executive Officer Ross Stores, Inc. 4440 Rosewood Drive Pleasanton, California  94588-3050       RE:  Ross Stores, Inc.
             Form 10-K FYE January 30, 2010
             Filed March 30, 2010              File No. 0-14678

Dear Mr. Balmuth:
We have reviewed your filing and have the following comments.  Where indicated,
we think you should file the requ ested documents in your next peri odic report in response to
these comments.  If you disagree, we will cons ider your explanation as to why our comments
are inapplicable.  Please be as detailed as necessary in your explanat ion.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.  After reviewing this inform ation, we may raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requ irements and to enhance the overall disclosure
in your filing.  We look forward to working with you in these respects.  We welcome any
questions you may have about our comments or any other aspect of  our review.  Feel free to
call us at the telephone numbers liste d at the end of this letter.
 Exhibits

1. It appears that exhib its 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 en tirety.  In your next  periodic report,
please file these exhibits in their entirety.

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

Michael Balmuth
Ross Stores, Inc. April 15, 2010 Page 2   Closing Comments

 Please respond to these comments within 10 business days or tell us when you will
provide us with a response.  Please furnish a cover letter that keys your responses to our
comments and provides any requested information.  Detailed cover letters greatly facilitate
our review.  Please understand that we may ha ve additional comments  after reviewing your
responses to our comments.    We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that th e filing includes all inform ation required under the
Securities Exchange Act of 1934 and that they  have provided all information investors
require for an informed investment decision.  Since the company and its management are in
possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.     In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:  ‚ the company is responsible for the adequacy an d accuracy of the disclo sure in the 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 federa l securities laws of  the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divisi on of Corporation Fina nce in our review of
your filing or in response to our comments on your filing.

Michael Balmuth
Ross Stores, Inc. April 15, 2010 Page 3    Please contact Janice McGuirk, examiner , at (202) 551-3395 or Pam Howell, legal
reviewer, at (202) 551-3 357 with any questions.

Sincerely,
               John Reynolds,
Assistant Director
    cc:  via fax (925) 965-4388

Mail Stop 3561
  March 21, 2008

Michael Balmuth, CEO
Ross Stores, Inc.
4440 Rosewood Drive
Pleasanton, CA 94588-3050

 Re:      Ross Stores, Inc.
   Form 10-KSB for Fiscal Year Ended
     February 3, 2007
   Filed April 3, 2007
   File No. 000-14678

Dear Mr. Balmuth:

 We have completed our review of your Form 10-K and related filings and have no
further comments at this time.

 Please contact Susann Reilly at 202-551-3236 if you have any questions.

Sincerely,

John Reynolds
Assistant Director
Office of Beverages, Apparel and
Health Care Services

CORRESP
1
filename1.htm

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

2

Mail Stop 3561
  December 7, 2007

Michael Balmuth, CEO
Ross Stores, Inc.
4440 Rosewood Drive
Pleasanton, CA 94588-3050

 Re:      Ross Stores, Inc.
   Form 10-KSB for Fiscal Year Ended
   February 3, 2007
   Filed April 3, 2007
   File No. 000-14678

Dear Mr. Balmuth:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

 Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone number listed at the end of this letter.

Schedule 14A

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

Michael Balmuth, CEO
Ross Stores, Inc.
December 7, 2007 Page 2
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.

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 shoul d include a discussion of where actual
payments fall within targeted parameters.  To the extent actual compensation was outside a targeted percentile range, include an explanation of the reasons for this.

Closing Comments

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

  We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

‚ the company is responsible for the adequacy and accuracy of the disclosure in the 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

Michael Balmuth, CEO
Ross Stores, Inc.
December 7, 2007 Page 3
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

 Please contact Susann Reilly at 202-551-3236 if you have any questions.

Sincerely,

John Reynolds
Assistant Director