As filed with the Securities and Exchange Commission on June 17, 1996
                                   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)
                                   
                                   
                                   
THIRD AMENDED AND RESTATED ROSS STORES, INC. 1988 RESTRICTED STOCK PLAN
      ROSS STORES, INC. 1991 OUTSIDE DIRECTORS STOCK OPTION PLAN
               (collectively referred to as the "Plans")
                       (Full title of the plan)
                                   
                                   
                                   
                             John M. Vuko
        Senior Vice President, Controller & 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       Aggregate       Registration
                           Registered          Registered        per Share       Offering Price        Fee
   Title of Plan                                  <F1>               <F2>               <F2>
<S>                   <C>                      <C>                <C>             <C>               <C>
                                                                                                         
                                                                                                         
  1988 Restricted                                                                                        
    Stock Plan
                      Common Stock,             1,000,000          $37.125         $37,125,000       $12,801.73
                      $0.01 par value
                                                                                                         
 1991 Stock Option                                                                                       
       Plan
                     Options to Purchase         50,000             N/A               N/A              N/A
                     Common Stock
                                                                                                         
                     Common Stock,               50,000           $37.125          $1,856,250        $640.09
                      $0.01 par value
                                                                                                         
<FN>                                        
<F1> This Registration Statement shall also cover any additional shares of Common
     Stock which become issuable under the Plans 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 sale prices per share of Common Stock of Ross Stores, Inc. on June
     13, 1996 as reported by the Nasdaq National Market.
</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 February 3, 1996;
          
               b.   The Registrant's Quarterly Report on Form 10-Q for the
          fiscal quarter ended May 4, 1996;
          
               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'
insurance which provides coverage with respect to defense costs and
awards paid with respect to various claims against Registrant's
directors and officers.
<PAGE> 4


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 Registrants 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 14th of June 1996.


                     ROSS STORES, INC.



                     By /s/Norman A. Ferber
                     Norman A. Ferber
                     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 Norman A.
Ferber and John M. Vuko, 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/Norman A. Ferber  Chairman of the Board and        June 14 , 1996
Norman A. Ferber     Chief Executive Officer          
                     (Principal Executive Officer)    
                                                      
                                                      
                                                      
                                                      
/s/John M. Vuko      Senior Vice President,           June 14, 1996
                     Controller,
John M. Vuko         Principal Accounting Officer &   
                     Interim Chief Financial Officer  
<PAGE> 6

SIGNATURES           TITLE                            DATE
                                                      
                                                      
                                                      
                                                      
/s/Stuart G. Moldaw  Director                         June 14, 1996
Stuart G. Moldaw                                      
                                                      
                                                      
                                                      
                                                      
/s/Michael Balmuth   Executive Vice President,        June 14, 1996
Michael Balmuth      Merchandising
                     & Director
                                                      
                                                      
                                                      
                                                      
                                                      
/s/Maynard Jenkins   Director                         June 14, 1996
Maynard Jenkins                                       
                                                      
                                                      
                                                      
                                                      
                     Director                         
George P. Orban                                       
                                                      
                                                      
                                                      
                                                      
/s/Phil Schlein      Director                         June 14, 1996
Philip Schlein                                        
                                                      
                                                      
                                                      
/s/Donald H. Seiler  Director                         June 14, 1996
Donald H. Seiler                                      
                                                      
                                                      
                                                      
                                                      
/s/D.L. Weaver       Director                         June 14, 1996
Donna L. Weaver                                       
                                                      
                                                      
                                                      
                                                      
/s/Melvin A. Wilmore President, Chief Operating       June 14, 1996
Melvin A. Wilmore    Officer,
                     & Director                       
                                                      
                                                      
                               <PAGE> 7
                                   
                             EXHIBIT INDEX

               
Exhibit        Exhibit
Number
               
     4.1       Certificate of Incorporation, as amended, incorporated by 
               reference to Exhibit 3.1 to the Registration Statement on 
               Form 8-B filed September 1, 1989 by Registrant.
               
     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      Independent Auditors' Consent - 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": 20323}]
{"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": "333-06119", "film-number": "96582004"}, "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 17, 1996
                                   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)
                                   
                                   
                                   
THIRD AMENDED AND RESTATED ROSS STORES, INC. 1988 RESTRICTED STOCK PLAN
      ROSS STORES, INC. 1991 OUTSIDE DIRECTORS STOCK OPTION PLAN
               (collectively referred to as the "Plans")
                       (Full title of the plan)
                                   
                                   
                                   
                             John M. Vuko
        Senior Vice President, Controller & 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       Aggregate       Registration
                           Registered          Registered        per Share       Offering Price        Fee
   Title of Plan
1988 Restricted                                                                                        
    Stock Plan
                      Common Stock,             1,000,000          $37.125         $37,125,000       $12,801.73
                      $0.01 par value
                                                                                                         
 1991 Stock Option                                                                                       
       Plan
                     Options to Purchase         50,000             N/A               N/A              N/A
                     Common Stock
                                                                                                         
                     Common Stock,               50,000           $37.125          $1,856,250        $640.09
                      $0.01 par value
This Registration Statement shall also cover any additional shares of Common
     Stock which become issuable under the Plans 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 sale prices per share of Common Stock of Ross Stores, Inc. on June
     13, 1996 as reported by the Nasdaq National Market.
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 February 3, 1996;
          
               b.   The Registrant's Quarterly Report on Form 10-Q for the
          fiscal quarter ended May 4, 1996;
          
               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'
insurance which provides coverage with respect to defense costs and
awards paid with respect to various claims against Registrant's
directors and officers.
4

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 Registrants 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 14th of June 1996.

                     ROSS STORES, INC.

                     By /s/Norman A. Ferber
                     Norman A. Ferber
                     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 Norman A.
Ferber and John M. Vuko, 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/Norman A. Ferber  Chairman of the Board and        June 14 , 1996
Norman A. Ferber     Chief Executive Officer          
                     (Principal Executive Officer)    
                                                      
                                                      
                                                      
                                                      
/s/John M. Vuko      Senior Vice President,           June 14, 1996
                     Controller,
John M. Vuko         Principal Accounting Officer &   
                     Interim Chief Financial Officer
6

SIGNATURES           TITLE                            DATE
                                                      
                                                      
                                                      
                                                      
/s/Stuart G. Moldaw  Director                         June 14, 1996
Stuart G. Moldaw                                      
                                                      
                                                      
                                                      
                                                      
/s/Michael Balmuth   Executive Vice President,        June 14, 1996
Michael Balmuth      Merchandising
                     & Director
                                                      
                                                      
                                                      
                                                      
                                                      
/s/Maynard Jenkins   Director                         June 14, 1996
Maynard Jenkins                                       
                                                      
                                                      
                                                      
                                                      
                     Director                         
George P. Orban                                       
                                                      
                                                      
                                                      
                                                      
/s/Phil Schlein      Director                         June 14, 1996
Philip Schlein                                        
                                                      
                                                      
                                                      
/s/Donald H. Seiler  Director                         June 14, 1996
Donald H. Seiler                                      
                                                      
                                                      
                                                      
                                                      
/s/D.L. Weaver       Director                         June 14, 1996
Donna L. Weaver                                       
                                                      
                                                      
                                                      
                                                      
/s/Melvin A. Wilmore President, Chief Operating       June 14, 1996
Melvin A. Wilmore    Officer,
                     & Director
7
                                   
                             EXHIBIT INDEX

               
Exhibit        Exhibit
Number
               
     4.1       Certificate of Incorporation, as amended, incorporated by 
               reference to Exhibit 3.1 to the Registration Statement on 
               Form 8-B filed September 1, 1989 by Registrant.
               
     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      Independent Auditors' Consent - 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).