As filed with the Securities and Exchange Commission on June 15, 1998
                                     Registration No. 33-____________
                                   
                                   
                                   
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D. C. 20549
                                   
                                   
                                   
                               FORM S-8
                     REGISTRATION STATEMENT UNDER
                      THE SECURITIES ACT OF 1933
                                   
                                   
                                   
                           ROSS STORES, INC.
        (Exact name of registrant as specified in its charter)

               Delaware                         94-1390387
(State or other jurisdiction       (IRS Employer Identification No.)
of incorporation or organization)
                                   
                 8333 Central Avenue, Newark, CA 94560
         (Address of principal executive offices)   (Zip Code)
                                   
                                   
                                   
          SECOND AMENDED AND RESTATED 1992 STOCK OPTION PLAN
                                   
                  (referred hereafter as the "Plan")
                       (Full title of the plan)
                                   
                                   
                                   
                             John G. Call
 Senior Vice President, Chief Financial Officer & Corporate Secretary
                           ROSS STORES, INC.
                 8333 Central Avenue, Newark, CA 94560
                (Name and address of agent for service)
                            (510) 505-4400
     (Telephone number, including area code, of agent for service)
                                   
                                   
                                   
            See page 2 for Calculation of Registration Fee
<PAGE> 2
                                        
<TABLE>
                                        
                                        
                         CALCULATION OF REGISTRATION FEE
<CAPTION>
                                        
                                        
                                                                                                              
                                                          Proposed          Proposed                      
                 Title of Securities     Amount           Maximum           Maximum                 Amount of 
                        to be            to be            Offering Price    Aggregrate              Registration
 Title of Plan       Registered          Registered <F1>  per Share <F2>    Offering Price <F2>     Fee                     
  <S>                                    <C>               <S>                     <C>              <S>
                     
                                                                                                              
  1992 Stock                                                                                                  
  Option Plan
                 Options to Purchase     2,300,000         N/A                    N/A               N/A
                 Common Stock
                                                                                                              
                 Common Stock,           2,300,000         $43.3125              $99,618,750.00     $29,387.53
                 $0.01 par value
                                                                                                              
<FN?
<F1> This  Registration  Statement shall also cover  any  additional  shares  of
     Common  Stock which become issuable under the Plan by reason of  any  stock
     dividend,  stock  split,  recapitalization  or  other  similar  transaction
     effected  without the receipt of consideration which results in an increase
     in the number of the Registrant's outstanding shares of Common Stock.

<F2> Calculated  solely for purposes of this offering under Rule 457(h)  of  the
     Securities Act of 1933, as amended, on the basis of the average of the high
     and  low  selling prices per share of Common Stock of Ross Stores, Inc.  on
     June 12, 1998 as reported by the Nasdaq National Market System.
</FN>
</TABLE>
                                   

<PAGE> 3
                                   
                                PART II
                                   
          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

Ross Stores, Inc. (the "Registrant" or "company") hereby incorporates
by reference into this Registration Statement the following documents
previously filed with the Securities and Exchange Commission (the
"Commission"):

               a.   The Registrant's Annual Report on Form 10-K for
               the fiscal year ended January 31, 1998;

               b.   The Registrant's Quarterly Report on Form 10-Q for
               the fiscal quarter ended May 2, 1998;

               c.   The description of the Registrant's Common Stock
               contained in the Registration Statement  on Form 8-B
               (No. 0-14678, effective September 1, 1989), filed under
               the Securities Exchange Act of 1934, as amended (the
               "1934 Act") including any amendment or report filed for
               the purpose of updating such description.  This Form 8-
               B registration statement was filed by the Registrant as
               successor to Ross Stores, Inc., a California
               corporation.

All documents filed pursuant to Section 13(a), 13(c), 14 or 15(d) of
the 1934 Act after the date of this Registration Statement and prior
to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof
from the date of filing of such documents.


ITEM 4.   DESCRIPTION OF SECURITIES

Not applicable.


ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.


ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware General Corporation Law authorizes a
corporation's Board of Directors to grant indemnification to directors
and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act
of 1933, as amended (the "1933 Act").  The Registrant's Bylaws provide
for mandatory indemnification of its directors, officers and employees
to the maximum extent permitted by the Delaware General Corporation
Law, and requires the Registrant to advance expenses to the
indemnified party in certain circumstances and to obtain directors'
and officers' insurance if available on reasonable terms.  The
Registrant's Certificate of Incorporation provides that, to the
fullest extent permitted by Delaware law, its directors shall not be
liable for monetary damages.  This provision in the Certificate of
Incorporation does not eliminate the directors' fiduciary duty, and in
appropriate circumstances equitable remedies such as injunctive or
other forms of non-monetary relief will remain available under
Delaware law.  In addition, each director will continue to be subject
to liability for breach of the director's duty of loyalty to the
company for acts or omissions not in good faith or involving
intentional misconduct, for knowing violations of law, for actions
leading to improper personal benefit to the director, and for payment
of dividends or approval of stock repurchases or redemptions that are
unlawful under Delaware law.  The provision also does not affect a
director's responsibilities under any other law, such as the federal
securities laws.  The Registrant (or its predecessor) has entered into
Indemnification Agreements with certain officers and directors which
provide them with indemnification to the maximum extent permitted by
law and which require the Registrant , among other things, to advance
expenses to the indemnified party in certain circumstances, and to
obtain directors' and officers' insurance if available on reasonable
terms.  The Registrant's Bylaws allow it to enter into Indemnification
Agreements with its officers and directors which may provide the
Registrant's officers and directors with further indemnification.  In
addition, the Registrant currently carries directors' and officers'
<PAGE> 4

insurance which provides coverage with respect to defense costs and
awards paid with respect to various claims against Registrant's
directors and officers.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable.


ITEM 8.   EXHIBITS

See Exhibit Index.


ITEM 9.        UNDERTAKINGS

 A. The undersigned Registrant hereby undertakes:
    (1)       to file, during any period in which offers or sales are
 being made, a post-effective amendment to this Registration
 Statement;
    (i)       to include any prospectus required by Section 10(a)(3)
 of the 1933 Act,
    (ii)      to reflect in the prospectus any facts or events
 arising after the effective date of the Registration Statement (or
 the most recent post-effective amendment thereof) which,
 individually or in the aggregate, represent a fundamental change in
 the information set forth in the Registration Statement, and
    (iii)     to include any material information with respect to the
 plan of distribution not previously disclosed in the Registration
 Statement or any material change to such information in the
 Registration Statement;
provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) shall not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the 1934
Act that are incorporated by reference into the Registration
Statement;
    (2)       that for the purpose of determining any liability under
 the 1933 Act, each such post-effective amendment shall be deemed to
 be a new registration statement relating to the securities offered
 therein and the offering of such securities at that time shall be
 deemed to be the initial bona fide offering thereof; and
    (3)       to remove from registration by means of a post-
 effective amendment any of the securities being registered which
 remain unsold at the termination of the offering.

 B. The undersigned Registrant hereby undertakes that, for purposes
 of determining any liability under the 1933 Act, each filing of the
 Registrant's annual report pursuant to Section 13(a) or Section
 15(d) of the 1934 Act that is incorporated by reference in the
 Registration Statement shall be deemed to be a new registration
 statement relating to the securities offered therein, and the
 offering of such securities at that time shall be deemed to be the
 initial bona fide offering thereof.

 C. Insofar as indemnification for liabilities arising under the 1933
 Act may be permitted to directors, officers and controlling persons
 of the Registrant pursuant to the foregoing provisions, or
 otherwise, the Registrant has been advised that in the opinion of
 the Securities and Exchange Commission such indemnification is
 against public policy as expressed in the 1933 Act, and is,
 therefore, unenforceable.  In the event that a  claim for
 indemnification against such liabilities (other than the payment by
 the Registrant of expenses incurred or paid by a director, officer
 or controlling person of the Registrant in the successful defense of
 any action, suit or proceeding) is asserted by such director,
 officer or controlling person in connection with the securities
 being registered, the Registrant will, unless in the opinion of its
 counsel the matter has been settled by controlling precedent, submit
 to a court of appropriate jurisdiction the question whether such
 indemnification by it is against public policy as expressed in the
 1933 Act, and will be governed by the final adjudication of such
 issue.



<PAGE> 5

                              SIGNATURES

Pursuant to the requirements of the 1933 Act, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Newark, State of California,
on this 12th of June 1998.


                              ROSS STORES, INC.



                              By /s/Michael Balmuth
                               Michael Balmuth
                               Vice Chairman of the Board and
                               Chief Executive Officer


                           POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That the undersigned officers and directors of Ross Stores, Inc., a
Delaware corporation, do hereby constitute and appoint Michael Balmuth
and John G. Call, and each of them, the lawful attorneys and agents,
with full power and authority to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, and
any one of them, determine may be necessary or advisable or required
to enable said corporation to comply with the 1933 Act, and any rules
or regulations or requirements of the Commission in connection with
this Registration Statement.  Without limiting the generality of the
foregoing power and authority, the powers granted include the power
and authority to sign the names of the undersigned officers and
directors in the capacities indicated below to this Registration
Statement, to any and all amendments, both pre-effective and post-
effective, and supplements to this Registration Statement, and to any
and all instruments or documents filed as part of or in conjunction
with this Registration Statement or amendments or supplements thereof,
and each of the undersigned hereby ratifies and confirms all that said
attorneys and agents, or any of them, shall do or cause to be done by
virtue hereof.  This Power of Attorney may be signed in several
counterparts.

IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

Pursuant to the requirements of the 1933 Act, the Registration
Statement has been signed below by the following persons in the
capacities and on the dates indicated.


SIGNATURES           TITLE                           DATE
                                                     
                                                     
                                                     
                                                     
/s/Michael Balmuth   Vice Chairman of the Board and  June 12, 1998
Michael Balmuth      Chief Executive Officer         
                     (Principal Executive Officer)   
                                                     
                                                     
/s/M. Wilmore        President, Chief Operating      June 12, 1998
Melvin A. Wilmore    Officer and Director            
                                                     
                                                     
/s/John G. Call      Senior Vice President, Chief    June 12, 1998
John G. Call         Financial Officer and           
                     Corporate Secretary             
                     (Principal Financial and        
                     Accounting Officer)             
<PAGE> 6                                             
SIGNATURES           TITLE                           DATE
                                                     
                                                     
/s/Norman A. Ferber  Chairman of the Board           June 12, 1998
Norman A. Ferber                                     
                                                     
                                                     
/s/Stuart G. Moldaw  Chairman Emeritus               June 12, 1998
Stuart G. Moldaw                                     
                                                     
                                                     
/s/G. Orban          Director                        June 12, 1998
George P. Orban                                      
                                                     
                                                     
/s/Phil Schlein      Director                        June 12, 1998
Philip Schlein                                       
                                                     
                                                     
/s/Donald H. Seiler  Director                        June 12, 1998
Donald H. Seiler                                     
                                                     
                                                     
/s/D. L. Weaver      Director                        June 12, 1998
Donna L. Weaver                                      
                                                     


<PAGE> 7
                                   
                             EXHIBIT INDEX


Exhibit Number      Exhibit

  4.1   First Restated Certificate of Incorporation, incorporated
        by reference to Exhibit 3.1 to the Form 10-Q filed by
        Registrant for its quarter ended May 2, 1998.
        
  4.2   Amended Bylaws, dated August 25, 1994, incorporated by
        reference to Exhibit 3.2 to the Form 10-Q filed by
        Registrant for its quarter ended July 30, 1994.
        
  5     Opinion and Consent of Gray Cary Ware & Freidenrich.
        
  15    Letter re Unaudited Interim Financial Information.
        
  23.1  Consent of Independent Auditors - Deloitte & Touche LLP.
        
  23.2  Consent of Gray Cary Ware & Freidenrich (included in
        Exhibit 5).
        
  24    Power of Attorney (included in the signature pages of this
        Registration Statement).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18345}]
{"company-data": {"conformed-name": "ROSS STORES INC", "cik": "0000745732", "assigned-sic": "5651", "irs-number": "941390387", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56831", "film-number": "98648064"}, "business-address": {"street1": "8333 CENTRAL AVE", "city": "NEWARK", "state": "CA", "zip": "94560-3433", "phone": "5105054841"}, "mail-address": {"street1": "8333 CENTRAL AVENUE", "city": "NEWARK", "state": "CA", "zip": "94560-3433"}}
As filed with the Securities and Exchange Commission on June 15, 1998
                                     Registration No. 33-____________
                                   
                                   
                                   
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D. C. 20549
                                   
                                   
                                   
                               FORM S-8
                     REGISTRATION STATEMENT UNDER
                      THE SECURITIES ACT OF 1933
                                   
                                   
                                   
                           ROSS STORES, INC.
        (Exact name of registrant as specified in its charter)

               Delaware                         94-1390387
(State or other jurisdiction       (IRS Employer Identification No.)
of incorporation or organization)
                                   
                 8333 Central Avenue, Newark, CA 94560
         (Address of principal executive offices)   (Zip Code)
                                   
                                   
                                   
          SECOND AMENDED AND RESTATED 1992 STOCK OPTION PLAN
                                   
                  (referred hereafter as the "Plan")
                       (Full title of the plan)
                                   
                                   
                                   
                             John G. Call
 Senior Vice President, Chief Financial Officer & Corporate Secretary
                           ROSS STORES, INC.
                 8333 Central Avenue, Newark, CA 94560
                (Name and address of agent for service)
                            (510) 505-4400
     (Telephone number, including area code, of agent for service)
                                   
                                   
                                   
            See page 2 for Calculation of Registration Fee
2
                                        

                                        
                                        
                         CALCULATION OF REGISTRATION FEE
Proposed          Proposed                      
                 Title of Securities     Amount           Maximum           Maximum                 Amount of 
                        to be            to be            Offering Price    Aggregrate              Registration
 Title of Plan       Registered          Registered
per Share
Offering Price
Fee
1992 Stock                                                                                                  
  Option Plan
                 Options to Purchase     2,300,000         N/A                    N/A               N/A
                 Common Stock
                                                                                                              
                 Common Stock,           2,300,000         $43.3125              $99,618,750.00     $29,387.53
                 $0.01 par value
This  Registration  Statement shall also cover  any  additional  shares  of
     Common  Stock which become issuable under the Plan by reason of  any  stock
     dividend,  stock  split,  recapitalization  or  other  similar  transaction
     effected  without the receipt of consideration which results in an increase
     in the number of the Registrant's outstanding shares of Common Stock.
Calculated  solely for purposes of this offering under Rule 457(h)  of  the
     Securities Act of 1933, as amended, on the basis of the average of the high
     and  low  selling prices per share of Common Stock of Ross Stores, Inc.  on
     June 12, 1998 as reported by the Nasdaq National Market System.
3
                                   
                                PART II
                                   
          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

Ross Stores, Inc. (the "Registrant" or "company") hereby incorporates
by reference into this Registration Statement the following documents
previously filed with the Securities and Exchange Commission (the
"Commission"):

               a.   The Registrant's Annual Report on Form 10-K for
               the fiscal year ended January 31, 1998;

               b.   The Registrant's Quarterly Report on Form 10-Q for
               the fiscal quarter ended May 2, 1998;

               c.   The description of the Registrant's Common Stock
               contained in the Registration Statement  on Form 8-B
               (No. 0-14678, effective September 1, 1989), filed under
               the Securities Exchange Act of 1934, as amended (the
               "1934 Act") including any amendment or report filed for
               the purpose of updating such description.  This Form 8-
               B registration statement was filed by the Registrant as
               successor to Ross Stores, Inc., a California
               corporation.

All documents filed pursuant to Section 13(a), 13(c), 14 or 15(d) of
the 1934 Act after the date of this Registration Statement and prior
to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof
from the date of filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware General Corporation Law authorizes a
corporation's Board of Directors to grant indemnification to directors
and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act
of 1933, as amended (the "1933 Act").  The Registrant's Bylaws provide
for mandatory indemnification of its directors, officers and employees
to the maximum extent permitted by the Delaware General Corporation
Law, and requires the Registrant to advance expenses to the
indemnified party in certain circumstances and to obtain directors'
and officers' insurance if available on reasonable terms.  The
Registrant's Certificate of Incorporation provides that, to the
fullest extent permitted by Delaware law, its directors shall not be
liable for monetary damages.  This provision in the Certificate of
Incorporation does not eliminate the directors' fiduciary duty, and in
appropriate circumstances equitable remedies such as injunctive or
other forms of non-monetary relief will remain available under
Delaware law.  In addition, each director will continue to be subject
to liability for breach of the director's duty of loyalty to the
company for acts or omissions not in good faith or involving
intentional misconduct, for knowing violations of law, for actions
leading to improper personal benefit to the director, and for payment
of dividends or approval of stock repurchases or redemptions that are
unlawful under Delaware law.  The provision also does not affect a
director's responsibilities under any other law, such as the federal
securities laws.  The Registrant (or its predecessor) has entered into
Indemnification Agreements with certain officers and directors which
provide them with indemnification to the maximum extent permitted by
law and which require the Registrant , among other things, to advance
expenses to the indemnified party in certain circumstances, and to
obtain directors' and officers' insurance if available on reasonable
terms.  The Registrant's Bylaws allow it to enter into Indemnification
Agreements with its officers and directors which may provide the
Registrant's officers and directors with further indemnification.  In
addition, the Registrant currently carries directors' and officers'
4

insurance which provides coverage with respect to defense costs and
awards paid with respect to various claims against Registrant's
directors and officers.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable.

ITEM 8.   EXHIBITS

See Exhibit Index.

ITEM 9.        UNDERTAKINGS

 A. The undersigned Registrant hereby undertakes:
    (1)       to file, during any period in which offers or sales are
 being made, a post-effective amendment to this Registration
 Statement;
    (i)       to include any prospectus required by Section 10(a)(3)
 of the 1933 Act,
    (ii)      to reflect in the prospectus any facts or events
 arising after the effective date of the Registration Statement (or
 the most recent post-effective amendment thereof) which,
 individually or in the aggregate, represent a fundamental change in
 the information set forth in the Registration Statement, and
    (iii)     to include any material information with respect to the
 plan of distribution not previously disclosed in the Registration
 Statement or any material change to such information in the
 Registration Statement;
provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) shall not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the 1934
Act that are incorporated by reference into the Registration
Statement;
    (2)       that for the purpose of determining any liability under
 the 1933 Act, each such post-effective amendment shall be deemed to
 be a new registration statement relating to the securities offered
 therein and the offering of such securities at that time shall be
 deemed to be the initial bona fide offering thereof; and
    (3)       to remove from registration by means of a post-
 effective amendment any of the securities being registered which
 remain unsold at the termination of the offering.

 B. The undersigned Registrant hereby undertakes that, for purposes
 of determining any liability under the 1933 Act, each filing of the
 Registrant's annual report pursuant to Section 13(a) or Section
 15(d) of the 1934 Act that is incorporated by reference in the
 Registration Statement shall be deemed to be a new registration
 statement relating to the securities offered therein, and the
 offering of such securities at that time shall be deemed to be the
 initial bona fide offering thereof.

 C. Insofar as indemnification for liabilities arising under the 1933
 Act may be permitted to directors, officers and controlling persons
 of the Registrant pursuant to the foregoing provisions, or
 otherwise, the Registrant has been advised that in the opinion of
 the Securities and Exchange Commission such indemnification is
 against public policy as expressed in the 1933 Act, and is,
 therefore, unenforceable.  In the event that a  claim for
 indemnification against such liabilities (other than the payment by
 the Registrant of expenses incurred or paid by a director, officer
 or controlling person of the Registrant in the successful defense of
 any action, suit or proceeding) is asserted by such director,
 officer or controlling person in connection with the securities
 being registered, the Registrant will, unless in the opinion of its
 counsel the matter has been settled by controlling precedent, submit
 to a court of appropriate jurisdiction the question whether such
 indemnification by it is against public policy as expressed in the
 1933 Act, and will be governed by the final adjudication of such
 issue.
5

                              SIGNATURES

Pursuant to the requirements of the 1933 Act, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Newark, State of California,
on this 12th of June 1998.

                              ROSS STORES, INC.

                              By /s/Michael Balmuth
                               Michael Balmuth
                               Vice Chairman of the Board and
                               Chief Executive Officer

                           POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That the undersigned officers and directors of Ross Stores, Inc., a
Delaware corporation, do hereby constitute and appoint Michael Balmuth
and John G. Call, and each of them, the lawful attorneys and agents,
with full power and authority to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, and
any one of them, determine may be necessary or advisable or required
to enable said corporation to comply with the 1933 Act, and any rules
or regulations or requirements of the Commission in connection with
this Registration Statement.  Without limiting the generality of the
foregoing power and authority, the powers granted include the power
and authority to sign the names of the undersigned officers and
directors in the capacities indicated below to this Registration
Statement, to any and all amendments, both pre-effective and post-
effective, and supplements to this Registration Statement, and to any
and all instruments or documents filed as part of or in conjunction
with this Registration Statement or amendments or supplements thereof,
and each of the undersigned hereby ratifies and confirms all that said
attorneys and agents, or any of them, shall do or cause to be done by
virtue hereof.  This Power of Attorney may be signed in several
counterparts.

IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

Pursuant to the requirements of the 1933 Act, the Registration
Statement has been signed below by the following persons in the
capacities and on the dates indicated.

SIGNATURES           TITLE                           DATE
                                                     
                                                     
                                                     
                                                     
/s/Michael Balmuth   Vice Chairman of the Board and  June 12, 1998
Michael Balmuth      Chief Executive Officer         
                     (Principal Executive Officer)   
                                                     
                                                     
/s/M. Wilmore        President, Chief Operating      June 12, 1998
Melvin A. Wilmore    Officer and Director            
                                                     
                                                     
/s/John G. Call      Senior Vice President, Chief    June 12, 1998
John G. Call         Financial Officer and           
                     Corporate Secretary             
                     (Principal Financial and        
                     Accounting Officer)
6                                             
SIGNATURES           TITLE                           DATE
                                                     
                                                     
/s/Norman A. Ferber  Chairman of the Board           June 12, 1998
Norman A. Ferber                                     
                                                     
                                                     
/s/Stuart G. Moldaw  Chairman Emeritus               June 12, 1998
Stuart G. Moldaw                                     
                                                     
                                                     
/s/G. Orban          Director                        June 12, 1998
George P. Orban                                      
                                                     
                                                     
/s/Phil Schlein      Director                        June 12, 1998
Philip Schlein                                       
                                                     
                                                     
/s/Donald H. Seiler  Director                        June 12, 1998
Donald H. Seiler                                     
                                                     
                                                     
/s/D. L. Weaver      Director                        June 12, 1998
Donna L. Weaver
7
                                   
                             EXHIBIT INDEX

Exhibit Number      Exhibit

  4.1   First Restated Certificate of Incorporation, incorporated
        by reference to Exhibit 3.1 to the Form 10-Q filed by
        Registrant for its quarter ended May 2, 1998.
        
  4.2   Amended Bylaws, dated August 25, 1994, incorporated by
        reference to Exhibit 3.2 to the Form 10-Q filed by
        Registrant for its quarter ended July 30, 1994.
        
  5     Opinion and Consent of Gray Cary Ware & Freidenrich.
        
  15    Letter re Unaudited Interim Financial Information.
        
  23.1  Consent of Independent Auditors - Deloitte & Touche LLP.
        
  23.2  Consent of Gray Cary Ware & Freidenrich (included in
        Exhibit 5).
        
  24    Power of Attorney (included in the signature pages of this
        Registration Statement).