As filed with the Securities and Exchange Commission on June 29, 1995.

                                       Registration No. 33-______
________________________________________________________________________________
                SECURITIES AND EXCHANGE COMMISSION
                      450 FIFTH STREET, N.W.
                     WASHINGTON, D.C.  20549
                            __________

                             FORM S-8

                   REGISTRATION STATEMENT UNDER
                    THE SECURITIES ACT OF 1933
                            __________

                       ROSE'S STORES, INC.
      (Exact Name of Registrant as Specified in its Charter)

          DELAWARE                      56-0382475
        (State or Other Jurisdiction    (I.R.S. Employer
     of Incorporation or Organization)  Identification No.)

                      218 S. Garnett Street
                       Henderson, NC 27536
   (Address of Principal Executive Offices, including zip code)

                        ROSE'S STORES, INC.
                   NEW EQUITY COMPENSATION PLAN
                       ROSE'S STORES, INC.
                     CONSUMMATION BONUS PLAN
                    (Full Title of the Plans)

          George T. Blackburn, II            Copy to:
          Rose's Stores, Inc.                James F. Verdonik, Esq.
          218 S. Garnett Street              Petree Stockton, L.L.P.
          Henderson, NC 27536                4101 Lake Boone Trail, Suite 400
          (919) 430-2600                     Raleigh, NC  27607
          (Name, Address and Telephone       (919) 420-1700 
          Number of Agent for Service)


                 CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                           Proposed          Proposed 
                                           Maximum           Maximum          Amount of
Title of Securities   Amount To Be      Offering Price   Aggregate Offering  Registration
To Be Registered       Registered         Per Share           Price              Fee  
<S>                      <C>             <C>               <C>                  <C>
Common Stock,
no Par Value             700,000         $1.9609375(1)     $1,372,656.20        $473.29

(1)  Estimated solely for purposes of calculating the registration fee.  The maximum offering
     price per share is based upon the average of the high and low prices of the Common Stock of
     the Registrant on June 27, 1995.

<PAGE>
                               PART I

              INFORMATION REQUIRED IN THE SECTION 10(a)
                             PROSPECTUS

Item 1.   Plan Information *

Item 2.   Registrant Information and Employee Plan Annual Information *




    *     As permitted by the rules of the Securities and Exchange
          Commission (the "Commission"), the documents containing the
          information required by Part I of Form S-8 will not be
          filed with the Commission as part of this Registration
          Statement.  The documents containing the information
          specified in Part I will be delivered to the participants
          as required by Rule 428(b) promulgated under the Securities
          Act of 1933, as amended (the "Securities Act").





                          EXPLANATORY NOTE

     This registration statement is being filed to register 700,000
shares authorized for issuance under the Rose's Stores, Inc. New
Equity Compensation Plan.  The shares authorized under the Rose's
Stores's Inc. New Equity Compensation Plan will be awarded pursuant
to the Rose's Stores, Inc. Consummation Bonus Plan which was approved
by the Board of Directors on November 2, 1994 and approved by the
United States Bankruptcy Court, Eastern District of North Carolina,
Raleigh Division on February 14, 1995.
<PAGE>

                               PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference

     Roses Stores, Inc. (the "Registrant") hereby incorporates by
reference in this Registration Statement the following documents:

     (a)  The Registrant's Annual Report on Form 10-K filed with the
     Securities and Exchange Commission (the "Commission") pursuant
     to Section 13(a) under the Securities Act of 1934, as amended
     (the "Exchange Act"), containing audited financial statements
     for the fiscal year of the Registrant ended January 28, 1995;

     (b)  All other reports filed with the Commission pursuant to
     Section 13(a) of the Exchange Act since January 28, 1995; and

     (c)  The description of the Common Stock contained under the
     caption "Description of Registrant's Securities to be
     Registered" in the Registration Statement of the Registrant on
     Form 8-A filed pursuant to Section 12(g) of the Exchange Act.

     In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
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 in this Registration Statement and to be a part hereof
from the respective dates of filing of such documents with the
Commission.

Item 4.   Description of Securities

     The class of securities to be offered hereby is registered under
Section 12 of the Exchange Act.

Item 5.   Interests of Named Experts and Counsel

     Certain legal matters in connection with this offering will be
passed upon for the Registrant by Petree Stockton, L.L.P., Raleigh,
North Carolina.  Petree Stockton, L.L.P. serves as corporate counsel
to the Registrant and has received and is expected to receive payment
for legal services rendered or to be rendered on an ongoing basis to
the Registrant.  No attorneys of Petree Stockton, L.L.P. own any
securities of the Registrant.

<PAGE>
Item 6.   Indemnification of Directors and Officers

     Section 5 of Article VIII of the Amended and Restated Bylaws of
the Registrant and Article TENTH of the Restated Certificate of
Incorporation of the Registrant provide as follows:

          (a)  The Corporation shall indemnify any person who was or
     is a party or is threatened to be made a party to any
     threatened, pending or completed action, suit or proceeding,
     whether civil, criminal, administrative or investigative (other
     than an action by or in the right of the Corporation) by reason
     of the fact that he is or was a director, officer, employee or
     agent of the Corporation, or is or was serving at the request of
     the Corporation as a director, officer, employee or agent of
     another corporation, partnership, joint venture, trust or other
     enterprise, against expenses (including attorneys' fees),
     judgments, fines and amounts paid in settlement actually and
     reasonably incurred by him in connection with such action, suit
     or proceeding if he acted in good faith and in a manner he
     reasonably believed to be in or not opposed to the best
     interests of the Corporation, and, with respect to any criminal
     action or proceeding, had no reasonable cause to believe his
     conduct was unlawful.  The termination of any action, suit or
     proceeding by judgment, order, settlement, conviction, or upon
     a plea of nolo contendere or its equivalent, shall not, of
     itself, create a presumption that the person did not act in good
     faith and in a manner which he reasonably believed to be in or
     not opposed to the best interest of the Corporation, and, with
     respect to any criminal action or proceeding, had reasonable
     cause to believe that his conduct was unlawful.

          (b)  The Corporation shall indemnify any person who was or
     is a party or is threatened to be made a party to any
     threatened, pending or completed action or suit by or in the
     right of the Corporation to procure a judgment in its favor by
     reason of the fact that he is or was a director, officer,
     employee or agent of the Corporation, or is or was serving at
     the request of the Corporation as a director, officer, employee
     or agent of another corporation, partnership, joint venture,
     trust or other enterprise, against expenses (including
     attorneys' fees) actually and reasonably incurred by him in
     connection with the defense or settlement of such action or suit
     if he acted in good faith and in a manner he reasonably believed
     to be in or not opposed to the best interest of the Corporation
     and except that no indemnification shall be made in respect of
     any claim, issue or matter as to which such person shall have
     been adjudged to be liable to the Corporation unless and only to
     the extent that the Court of Chancery of the State of Delaware
     or the court in which such action or suit was brought shall
     determine upon application that, despite the adjudication of
     liability but in view of all the circumstances of the case, such
<PAGE>
     person is fairly and reasonably entitled to indemnity for such
     expenses which the court of Chancery or such other court shall
     deem proper.

          (c)  To the extent that a director, officer, employee or
     agent of the Corporation has been successful on the merits or
     otherwise in defense of any action, suit or proceeding referred
     to in paragraphs (a) and (b), or in defense of any claim, issue
     or matter therein, including the dismissal of an action without
     prejudice, he shall, without limiting the provisions of
     paragraph (a) above, be indemnified against expenses (including
     attorneys' fees) actually and reasonably incurred by him in
     connection therewith.

          (d)  Any indemnification under paragraphs (a) and (b)
     (unless ordered by a court) shall be made by the Corporation
     only as authorized in the specific case upon a determination
     that indemnification of the director, officer, employee or agent
     is proper in the circumstances because he has met the applicable
     standard of conduct set forth in paragraphs (a) and (b).  Such
     determination shall be made (i) by the board of directors by a
     majority vote of a quorum consisting of directors who were not
     parties to such action, suit or proceedings, or (ii) if such a
     quorum is not obtainable, or, even if obtainable a quorum of
     disinterested directors so directs, by independent legal counsel
     in a written opinion, or (iii) by the stockholders.

          (e)  Expenses (including attorneys' fees) incurred by an
     officer or director in defending any civil, criminal,
     administrative or investigative action, suit or proceeding shall
     be paid by the Corporation in advance of the final disposition
     of such action, suit or proceeding upon receipt of an
     undertaking by or on behalf of such director or officer to repay
     such amount if it shall ultimately be determined that he is not
     entitled to be indemnified by the Corporation pursuant to this
     section or as otherwise authorized by law.  Such expenses
     (including attorneys' fees) incurred by other employees and
     agents may be so paid upon such terms and conditions, if any, as
     the board of directors deems appropriate.

          (f)  The indemnification and advancement of expenses
     provided by, or granted pursuant to, the other paragraphs of
     this section shall not be deemed exclusive of any other rights
     to which those seeking indemnification or advancement of
     expenses may be entitled under any by-law, agreement, vote of
     stockholders or disinterested directors or otherwise, both as to
     action in his official capacity and as to action in another
     capacity while holding such office.

          (g)  The Corporation, at its expense, may purchase and
     maintain insurance on behalf of any person who is or was a
<PAGE>
     director, officer, employee or agent of the Corporation, or is
     or was serving at the request of the Corporation as a director,
     officer, employee or agent of another corporation, partnership,
     joint venture, trust or other enterprise against any liability
     asserted against him and incurred by him in any such capacity,
     or arising out of his status as such, whether or not the
     Corporation would have the power to indemnify him against such
     liability under the provisions hereof or under the provisions of
     the General Corporation Law of the State of Delaware.

          (h)  The indemnification and advancement of expenses
     provided by, or granted pursuant to, this section shall continue
     as to a person who has ceased to be a director, officer,
     employee or agent and shall inure to the benefit of the heirs,
     executors and administrators of such person.

          (i)  All rights to indemnification and advancement of
     expenses hereunder shall be deemed to be provided by contract
     between the Corporation and the director, officer, employee or
     agent who serves in such capacity at any time while this
     section, other relevant provisions of the General Corporation
     Law of the State of Delaware and other applicable law, if any,
     are in effect.

          (j)  Any repeal or modification of the foregoing paragraphs
     by the stockholders of the Corporation shall not adversely
     affect any right or protection of a director, officer, employee
     or agent of the Corporation existing at the time of such repeal
     or modification.

          (k)  If the General Corporation Law of the State of
     Delaware is amended to authorize corporate action permitting the
     Corporation to further indemnify or advance expenses to
     directors, officers, employees or agents, then such person, in
     addition to the circumstances in which he is now entitled to
     indemnification and advancement of expenses, shall be entitled
     to be indemnified and have expenses advanced to the fullest
     extent permitted by the General Corporation Law of the State of
     Delaware, as so amended.

          (l)  For purposes of this section, references to 
     "Corporation" shall include, in addition to the resulting
     Corporation, any constituent corporation (including any
     constituent of a constituent) absorbed in a consolidation or
     merger which, if its separate existence had continued, would
     have had power and authority to indemnify its directors,
     officers, employees or agents, so that any person who is or was
     a director, officer, employee or agent of such constituent
     corporation, or is or was serving at the request of such
     constituent corporation as a director, officer, employee or
     agent of another corporation, partnership, joint venture, trust
<PAGE>
     or other enterprise, shall stand in the same position under the
     provisions hereof with respect to the resulting or surviving
     corporation as he would have with respect to such constituent
     corporation if its separate existence had continued.

          (m)  For purposes of this section, references to "other
     enterprises" shall include employee benefit plans; references to
     "fines" shall include any excise taxes assessed on a person with
     respect to an employee benefit plan; and references to "serving
     at the request of the Corporation" shall include any service as
     a director, officer, employee or agent by the Corporation which
     imposes duties on, or involves services by, such director,
     officer, employee or agent with respect to an employee benefit
     plan, its participants, or beneficiaries; and a person who acted
     in good faith and in a manner he reasonably believed to be in
     the interest of the participants and beneficiaries of an
     employee benefit plan shall be deemed to have acted in a manner
     "not opposed to the best interests of the Corporation," as
     referred to herein.

          (n)  If this section or any portion thereof shall be
     invalidated on any ground by any court of competent
     jurisdiction, then the Corporation shall nevertheless indemnify
     each person as provided above as to expenses (including
     attorneys' fees), judgments, fines and amounts paid in
     settlement with respect to any action, suit or proceeding,
     whether civil, criminal, administrative or investigative,
     including a grand jury proceeding and an action by the
     Corporation, to the fullest extent permitted by any applicable
     portion of this section that shall not have been invalidated or
     by any other applicable law.

     Reference is made to Article TWELFTH of the Restated Certificate
of Incorporation of the Registrant, which provides as follows:

          TWELFTH:  No director of the Corporation shall be
     personally liable to the Corporation or to any of its
     stockholders for monetary damages arising out of such director's
     breach of fiduciary duty as a director of the Corporation,
     except for liability (i) for any breach of the director's duty
     of loyalty to the Corporation or its stockholders, (ii) for acts
     or omissions not in good faith or which involve intentional
     misconduct or a knowing violation of law, (iii) for unlawful
     payment of dividends or unlawful stock purchase or redemption
     under Section 174 of the General Corporation Law of the State of
     Delaware or any successor provision, or (iv) for any transaction
     from which such director derived an improper personal benefit. 
     If the General Corporation Law of the State of Delaware is
     amended after the effective date of this Restated Certificate of
     Incorporation to authorize corporate action further eliminating
     or limiting the personal liability of directors, then the
<PAGE>
     liability of a director of the Corporation shall be eliminated
     or limited to the fullest extent permitted by the General
     Corporation Law of the State of Delaware, as so amended.

          Any amendment to or repeal or modification of this Article
     TWELFTH (i) by the stockholders of the Corporation or (ii) by an
     amendment to the General Corporation Law of the State of
     Delaware (unless such statutory amendment specifically provides
     to the contrary) shall not adversely affect any right or
     protection, existing at the time of such repeal or modification
     with respect to any acts or omissions occurring either before or
     after such repeal or modification, or a person serving as a
     director at the time of such repeal or modification.

     Reference is also made to Section 145 of Title 8 of the Delaware
Code, which provides as follows:

          (a)  A corporation shall have power to indemnify any person
     who was or is a party or is threatened to be made a party to any
     threatened, pending or completed action, suit or proceeding,
     whether civil, criminal, administrative or investigative (other
     than an action by or in the right of the corporation) by reason
     of the fact that he is or was a director, officer, employee or
     agent of the corporation, or is or was serving at the request of
     the corporation as a director, officer, employee or agent of
     another corporation, partnership, joint venture, trust or other
     enterprise, against expenses (including attorneys' fees),
     judgments, fines and amounts paid in settlement actually and
     reasonably incurred by him in connection with such action, suit
     or proceeding if he acted in good faith and in a manner he
     reasonably believed to be in or not opposed to the best
     interests of the corporation, and, with respect to any criminal
     action or proceeding, had no reasonable cause to believe his
     conduct was unlawful.  The termination of any action, suit or
     proceeding by judgment, order, settlement, conviction, or upon
     a plea of nolo contendere or its equivalent, shall not, of
     itself, create a presumption that the person did not act in good
     faith and in a manner which he reasonably believed to be in or
     not opposed to the best interests of the corporation, and, with
     respect to any criminal action or proceeding, had reasonable
     cause to believe that his conduct was unlawful.

          (b)  A corporation shall have power to indemnify any person
     who was or is a party or is threatened to be made a party to any
     threatened, pending or completed action or suit by or in the
     right of the corporation to procure a judgment in its favor by
     reason of the fact that he is or was a director, officer,
     employee or agent of the corporation, or is or was serving at
     the request of the corporation as a director, officer, employee
     or agent of another corporation, partnership, joint venture,
     trust or other enterprise against expenses (including attorneys'
<PAGE>
     fees) actually and reasonably incurred by him in connection with
     the defense or settlement of such action or suit if he acted in
     good faith and in a manner he reasonably believed to be in or
     not opposed to the best interests of the corporation and except
     that no indemnification shall be made in respect of any claim,
     issue or matter as to which such person shall have been adjudged
     to be liable to the corporation unless and only to the extent
     that the Court of Chancery or the court in which such action or
     suit was brought shall determine upon application that, despite
     the adjudication of liability but in view of all the
     circumstances of the case, such person is fairly and reasonably
     entitled to indemnity for such expenses which the Court of
     Chancery or such other court shall deem proper.

          (c)  To the extent that a director, officer, employee or
     agent of a corporation has been successful on the merits or
     otherwise in defense of any action, suit or proceeding referred
     to in subsections (a) and (b), or in defense of any claim, issue
     or matter therein, he shall be indemnified against expenses
     (including attorneys' fees) actually and reasonably incurred by
     him in connection therewith.

          (d)  Any indemnification under subsections (a) and (b)
     (unless ordered by a court) shall be made by the corporation
     only as authorized in the specific case upon a determination
     that indemnification of the director, officer, employee or agent
     is proper in the circumstances because he has met the applicable
     standard of conduct set forth in subsections (a) and (b).  Such
     determination shall be made (1) by the board of directors by a
     majority vote of a quorum consisting of directors who were not
     parties to such action, suit or proceeding, or (2) if such a
     quorum is not obtainable, or, even if obtainable a quorum of
     disinterested directors so directs, by independent legal counsel
     in a written opinion, or (3) by the stockholders.

          (e)  Expenses (including attorneys' fees) incurred by an
     officer or director in defending any civil, criminal,
     administrative, or investigative action, suit or proceeding may
     be paid by the corporation in advance of the final disposition
     of such action, suit or proceeding upon receipt of an
     undertaking by or on behalf of such director or officer to repay
     such amount if it shall ultimately be determined that he is not
     entitled to be indemnified by the corporation as authorized in
     this Section.  Such expenses (including attorneys' fees)
     incurred by other employees and agents may be so paid upon such
     terms and conditions, if any, as the board of directors deems
     appropriate.

          (f)  The indemnification and advancement of expenses
     provided by, or granted pursuant to, the other subsections of
     this section shall not be deemed exclusive of any other rights
<PAGE>
     to which those seeking indemnification or advancement of
     expenses may be entitled under any by-law, agreement, vote of
     stockholders or disinterested directors or otherwise, both as to
     action in his official capacity and as to action in another
     capacity while holding such office.

          (g)  A corporation shall have power to purchase and
     maintain insurance on behalf of any person who is or was a
     director, officer, employee or agent of the corporation, or is
     or was serving at the request of the corporation as a director,
     officer, employee or agent of another corporation, partnership,
     joint venture, trust or other enterprise against any liability
     asserted against him and incurred by him in any such capacity,
     or arising out of his status as such, whether or not the
     corporation would have the power to indemnify him against such
     liability under the provisions of this section.

          (h)  For purposes of this Section, references to "the
     corporation" shall include, in addition to the resulting
     corporation, any constituent corporation (including any
     constituent of a constituent) absorbed in a consolidation or
     merger which, if its separate existence had continued, would
     have had power and authority to indemnify its directors,
     officers, and employees or agents, so that any person who is or
     was a director, officer, employee or agent of such constituent
     corporation, or is or was serving at the request of such
     constituent corporation as a director, officer, employee or
     agent of another corporation, partnership, joint venture, trust
     or other enterprise, shall stand in the same position under the
     provisions of this Section with respect to the resulting or
     surviving corporation as he would have with respect to such
     constituent corporation if its separate existence had continued.

          (i)  For purposes of this Section, references to "other
     enterprises" shall include employee benefit plans; references to
     "fines" shall include any excise taxes assessed on a person with
     respect to an employee benefit plan; and references to "serving
     at the request of the corporation" shall include any service as
     a director, officer, employee or agent of the corporation which
     imposes duties on, or involves services by, such director,
     officer, employee, or agent with respect to an employee benefit
     plan, its participants, or beneficiaries; and a person who acted
     in good faith and in a manner he reasonably believed to be in
     the interest of the participants and beneficiaries of an
     employee benefit plan shall be deemed to have acted in a manner
     "not opposed to the best interests of the corporation" as
     referred to in this Section.

          (j)  The indemnification and advancement of expenses
     provided by, or granted pursuant to, this section shall, unless
     otherwise provided when authorized or ratified, continue as to
<PAGE>
     a person who has ceased to be a director, officer, employee or
     agent and shall inure to the benefit of the heirs, executors and
     administrators of such a person.

        The Rose's Stores, Inc. New Equity Compensation Plan, filed
as Exhibit 4.1 to this Registration Statement, provides for
indemnification for certain of the Registrant's directors in
connection with their actions taken as members of the committee which
has the responsibility for administering the Rose's Stores, Inc. New
Equity Compensation Plan.

Item 7.   Exemption From Registration Claimed

     Not applicable.  The shares of Common Stock registered herein may
be sold pursuant to this Registration Statement or pursuant to an
exemption from registration, or an exemption under Section 4(2) of the
Securities Act, including Rule 144, if available.

Item 8.   Exhibits

     The following exhibits, listed in accordance with the number
assigned to each in the exhibit table of Item 601 of Regulation S-K,
are included in Part II of this Registration Statement.  Exhibit
numbers omitted are not applicable.

     4.1  Rose's Stores, Inc. New Equity Compensation Plan.

     4.2  First Amendment to the Rose's Stores, Inc. New Equity            
          Compensation Plan.

     4.3  Rose's Stores, Inc. Consummation Bonus Plan.

     5    Legal opinion of Petree Stockton, L.L.P. with respect to
          the legality of the securities being registered hereunder.

     23.1 Consent of KPMG Peat Marwick LLP.

     23.2 Consent of Petree Stockton, L.L.P. (Contained in Exhibit
          5).

     24   Power of Attorney (Contained on signature page).

Item 9.   Undertakings

     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
to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement
<PAGE>
or any material change to such information in the Registration
Statement.

     (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, 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.

     (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.

     The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) 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 in the initial bona fide offering thereof.

     The undersigned Registrant hereby undertakes to deliver or cause
to be delivered with the prospectus, to each person to whom the
prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or
Rule 14c-3 under the Securities Exchange Act of 1934; and, where
interim financial information required to be presented by Article 3
of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered, to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim
financial information.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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
<PAGE>
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
<PAGE>
                              SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that
it meets all 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 Henderson,
State of North Carolina, on this 22nd day of June, 1995.

                         ROSE'S STORES, INC.
                         By:/s/ R. Edward Anderson        
                         R. Edward Anderson
                         President, Chief Executive Officer and
                         Chairman of the Board

     KNOW ALL MEN BY THESE PRESENTS that each individual whose
signature appears below constitutes and appoints Ms. Jeanette R.
Peters his true and lawful attorney-in-fact and agents with full power
of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or
her substitutes, may lawfully do or cause to be done by virtue hereof.
<PAGE>
     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature                          Title                         Date

/s/ R. Edward Anderson        President, Chief Executive      June 22, 1995 
R. Edward Anderson            Officer (principal executive 
                              officer) and Chairman of the Board

/s/ Jeanette R. Peters        Senior Vice President and       June 22, 1995
Jeanette R. Peters            Chief Financial Officer 
                              (principal financial 
                              officer and principal 
                              accounting officer)    

/s/ N. Hunter Wyche            Director                       June 22, 1995

/s/ Denis Taura                Director                       June 22, 1995

/s/ Elliott Stone              Director                       June 22, 1995

/s/ Harold Smith               Director                       June 22, 1995

/s/ J. David Rosenberg         Director                       June 22, 1995

/s/ Joseph L. Mullen           Director                       June 22, 1995

/s/ Walter F. Loeb             Director                       June 22, 1995
<PAGE>
                               EXHIBIT INDEX

Exhibit No.                   Description                        
     
     4.1       Rose's Stores, Inc. New Equity            Incorporated
               Compensation Plan (Incorporated           by reference       
               by reference to Exhibit (c)(4) to 
               the Registrant's Current Report on 
               Form 8-K dated April 24,  1995)

     4.2       First Amendment to the Rose's Stores, Inc.
               New Equity Compensation Plan  

     4.3       Rose's Stores, Inc. Consummation Bonus Plan

     5         Legal opinion of Petree Stockton, L.L.P.

     23.1      Consent of KPMG Peat Marwick LLP

     23.2      Consent of Petree Stockton, L.L.P.  
               (Contained in Exhibit 5)

     24        Power of Attorney (Contained on signature page)
<PAGE>

NORTH CAROLINA                             FIRST AMENDMENT TO THE   
                                             ROSE'S STORES, INC.    
VANCE COUNTY                            NEW EQUITY COMPENSATION PLAN


     THIS AMENDMENT, made and entered into this 11th day of May, 1995,
by ROSE'S STORES, INC., a corporation organized and existing under the
laws of the State of Delaware with its principal office in Henderson,
North Carolina (the "Company");

                             WITNESSETH:

     WHEREAS, the Company has previously established and adopted the
Rose's Stores, Inc. New Equity Compensation Plan effective April 28,
1995 (the "Equity Plan") for the benefit of its eligible Associates;
and

     WHEREAS, pursuant to Section 14.1 of the Equity Plan, the Board
of Directors of the Company is authorized to amend or modify the
Equity Plan at any time and from time to time; and 

     WHEREAS, the Company has also established and adopted the Rose's
Stores, Inc. Consummation Bonus Plan (the "Bonus Plan"), under which
certain awards became payable upon the confirmation of the First
Amended Joint Plan of Reorganization of Rose's Stores, Inc.; and

     WHEREAS, the Bonus Plan provides that the committee which shall
be appointed under the Equity Plan shall have the responsibility for
allocating the awards payable under the Bonus Plan among eligible
participants, other than the awards payable to the President and Chief
Executive Officer of the Company (which are fixed by the terms of the
Bonus Plan), and to otherwise administer the Bonus Plan; and

     WHEREAS, the awards payable under the Bonus Plan shall be granted
under the Equity Plan; and 

     WHEREAS, in order to facilitate making the awards payable under
the Bonus Plan during the time frames specified in the Bonus Plan, the
Board of Directors of the Company has taken action to amend the Equity
Plan to provide that the President and Chief Executive Officer of the
Company shall have sole authority to allocate the awards payable under
the Bonus Plan among eligible participants other than himself and to
have all other administrative authority with respect to the awards
payable under the Bonus Plan; and  

     WHEREAS, the Board of Directors of the Company has authorized and
directed the officers of the Company to execute such documents and to
take such other action as may be necessary to give effect to the such
amendment;

     NOW THEREFORE, in consideration of the premises herein contained,
section 3.3 of the Equity Plan shall be amended to read as follows,
effective as of the date hereof:

     The Committee shall have exclusive right to interpret, construe
     and administer the Plan, to select the persons who are eligible
<PAGE>
     to receive an Award, and to act in all matters pertaining to the
     granting of an Award and the contents of the Agreement
     evidencing the Award, including, without limitation, the
     determination of the number of Stock Options, Stock Rights,
     shares of Stock or Performance Shares subject to an Award and
     the form, terms, conditions, and duration of each Award, and any
     amendment thereof consistent with the provisions of the Plan. 
     Notwithstanding the foregoing:

          (a)  the awards payable under the Rose's Stores, Inc.
               Consummation Bonus Plan (the "Bonus Plan") adopted by
               the Corporation and approved by the United Stated
               Bankruptcy Court for the Eastern District of North
               Carolina shall be issued under the Plan; and

          (b)  the Committee shall be deemed to have delegated all
               its responsibilities with respect to awards under the
               Bonus Plan (including its responsibilities under the
               terms of the Bonus Plan and this Plan) to the
               President and Chief Executive Officer of the Company,
               and all references to the Committee in the Bonus Plan
               and this Plan shall be deemed to be references to the
               President and Chief Executive Officer for this
               purpose.  

     All acts, determinations and decisions of the Committee made or
     taken pursuant to grants of authority under the Plan or with
     respect to any questions arising in connection with the
     administration and interpretation of the Plan, including the
     severability of any and all of the provisions thereof, shall be
     conclusive, final and binding on all Participants, Eligible
     Participants and their beneficiaries. 
<PAGE>

     IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed by its duly authorized officers and its corporate seal to be
hereunto affixed, all as of the day and year first above written.

                              COMPANY:

                              ROSE'S STORES, INC.
ATTEST:

(Corporate Seal)

/s/ G. Templeton Blackburn, II          By:/s/ R. Edward Anderson
        Secretary                            President

<PAGE>
                         ROSE'S STORES, INC.
                       CONSUMMATION BONUS PLAN


     THIS CONSUMMATION BONUS PLAN (the "Plan") is hereby established
by Rose's Stores, Inc. (the "Company") to ensure the continued service
of the Company's key executives during the Company's proceeding under
chapter 11 (the "Proceeding") of Title 11 of the United States Code.

1.   EFFECTIVE DATE

     This Plan shall be effective as of February 14, 1995, pursuant
to an order of the United States Bankruptcy Court for the Eastern
District of North Carolina issued on such date.

2.  ELIGIBLE ASSOCIATES

     The following Associates of the Company shall be eligible for
bonuses under the Plan (the "Eligible Associates"):

     (a)  the President and Chief Executive Officer;

     (b)  the Executive Vice President;

     (c)  the Senior Vice Presidents; and

     (d)  the Vice Presidents.

3.  ENTITLEMENT TO BONUS

     (a)  The bonuses specified in section 4(a) below shall become
payable on the Effective Date of the First Amended Joint Plan of
Reorganization of Rose's Stores, Inc. dated October 4, 1994, as
amended from time to time (the "Joint Plan"), provided that none of
the Alternative Treatment Provisions of the Joint Plan are in effect
on the Effective Date or on the date on which the bonuses would be
paid pursuant to section 4(a) below (for purposes of this Plan, the
terms "Effective Date" and "Alternative Treatment Provisions" shall
have the meanings given to such terms in the Joint Plan).

     (b) The bonuses specified in section 4(b) below shall become
payable on the date on which the Company is sold, provided that the
sale occurs prior to the Effective Date of the Joint Plan.

4.  CONTENT OF BONUS 

     (a)  The bonuses payable pursuant to section 3(a) above shall
consist of the following:


          (i)   Within thirty (30) days after the Effective Date of
the Joint Plan, the Eligible Associates shall receive as a group an
award under the New Equity Compensation Plan of Rose's Stores, Inc,
(the "New Equity Compensation Plan") an aggregate number of shares of
New Rose's Common Stock (within the meaning of the Joint Plan) equal
to 1.5% of the total number of shares of New Rose's Common Stock
<PAGE>
issued on the Effective Date (the "Consummation Shares").  The
Consummation Shares shall be allocated among the Eligible Participants
as follows:

               (A)  The President and Chief Executive Officer shall
receive 41.09% of the Consummation Shares; and

               (B)  The remaining Consummation Shares shall be
allocated among the Eligible Associates other than the President and
Chief Executive Officer in such amounts as shall be determined by the
committee designated under the New Equity Compensation Plan (the
"Committee") based on targeted awards (actual awards may be above or
below the targets) and based, in part, on the recommendation of the
President and Chief Executive Officer.

          (ii) Ninety (90) days after the Effective Date of the Joint
Plan, the Eligible Associates shall receive as a group an award under
the New Equity Compensation Plan of stock options (the "Options")
granting them the right to purchase an aggregate of 550,000 shares of
New Rose's Common Stock which shall be issued in addition to the total
number of shares of New Rose's Common Stock issued on the Effective
Date.  The Options shall be structured as incentive stock options (or,
to the extent required otherwise by law, nonqualified stock options);
provided, however, that to the extent shareholder approval of the New
Equity Compensation Plan is not timely received, the incentive stock
option awards shall be treated as nonqualified stock options.  One-half 
of the Options shall contain an exercise price equal to the fair
market value of the New Rose's Common Stock on the date of grant (as
determined pursuant to the New Equity Compensation Plan) and shall
have a term of five (5) years.  The remaining one-half of the Options
shall contain an exercise price equal to two (2) times the fair market
value of the New Rose's Common Stock on the date of grant (as
determined pursuant to the New Equity Compensation Plan) and shall
have a term of seven (7) years.  All of the Options shall vest one-
third on the first anniversary of the Effective Date, one-third on the
second anniversary of the Effective Date and one-third on the third
anniversary of the Effective Date.  The Options shall be allocated
among the Eligible Participants as follows:

               (A)  The President and Chief Executive Officer shall
receive 25% of the Options; and

               (B)  The remaining Options shall be allocated among the
Eligible Associates other than the President and Chief Executive
Officer in such amounts as shall be determined by the Committee based
on the face value of the New Rose's Common Stock under the Options and
targeted multiples of salary of the Eligible Associates other than the
President and Chief Executive Officer and based, in part, on the
recommendation of the President and Chief Executive Officer. 

     (b)  The bonuses payable pursuant to section 3(b) above shall
consist of cash bonuses payable to the Eligible Associates from the
proceeds of the sale of the Company.  The aggregate amount of the
bonuses payable to the Eligible Associates (the "Cash Bonus") shall
be an amount equal to a percentage of the ultimate proceeds of sale
after payment of Allowed Administrative Claims, Tax Claims, GE
<PAGE>
Obligations and Allowed Claims in Classes 1, 2A and 2B of the Joint
Plan (the "Ultimate Proceeds of Sale"), as follows:


                              Percent of Ultimate            
    Sales Price                     Proceeds of Sale        
$0 to $24,999,999                       0.5%
                                                            
$25,000,000 to 
$59,999,999                             1.5%
                                                            
$60,000,000 and above                   2.0%
                                                            

The Cash Bonus shall be allocated among the Eligible Participants as
follows:

               (A)  The President and Chief Executive Officer shall
receive 41.09% of the Cash Bonus; and

               (B)  The remaining Cash Bonus shall be allocated among
the Eligible Associates other than the President and Chief Executive
Officer in such amounts as shall be determined by the Committee based
on targeted awards (actual awards may be above or below the targets)
and based, in part, on the recommendation of the President and Chief
Executive Officer.

The Cash Bonus shall be paid to the Eligible Associates pursuant to
this section 4(b) as soon as administratively possible after the date
of the sale giving rise to payment of the Cash Bonus.

5.  ADMINISTRATION

     The Committee shall determine the rights of any individual to a
bonus hereunder and shall otherwise administer the Plan in its sole
discretion, provided that the Committee shall administer the Plan
consistent with the applicable provisions of the Joint Plan.  Any
decision or action of the Committee hereunder shall be final and
binding on all parties.

6.   SUCCESSOR TO THE COMPANY

     This Plan shall be binding upon any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company, and
the Company shall require any such successor to expressly assume and
agree to perform this Plan.  As used in this Plan, "Company" shall
mean the Company as defined herein and any successor to its business
and/or assets.

7.   NO RIGHTS TO CONTINUED EMPLOYMENT

     This Plan shall not be construed to give a Eligible Associate a
right of continued employment with, or the right to be retained in the
employ of, the Company.
<PAGE>
8.  TAXES 

     To the extent required by law, the Company shall withhold any
federal, state or local taxes from payments made under this Plan,
including FICA taxes.

9.  AMENDMENT AND TERMINATION

     The Company shall be entitled to amend or terminate this Plan at
any time; provided, however, that the Company shall not amend or
terminate the Plan in a manner that affects a benefit that has already
become payable hereunder.

10.   MISCELLANEOUS

     (a)  If any provision of this Plan shall be determined to be void
by any court of competent jurisdiction, then such determination shall
not affect any other provision of this Plan, all of which shall remain
in full force and effect.

     (b)  This Plan shall be construed and enforced in accordance with
the laws of the State of North Carolina.

     (c)  This Plan shall be construed in accordance with the
provisions of the Joint Plan and, as determined by the Committee,
shall be deemed to be modified to the extent necessary to comply with
the provisions of the Joint Plan.

<PAGE>
     IN WITNESS WHEREOF, the Company has executed this Plan under seal
through its duly authorized officers on this 28th day of April, 1995.

                                   ROSE'S STORES, INC.
ATTEST:

(Corporate Seal)

/s/ G. Templeton Blackburn, II     By:/s/ R. Edward Anderson
                                     Authorized Officer



<PAGE>




                        PETREE STOCKTON, L.L.P.
                           Attorneys at Law
                   4101 Lake Boone Trail, Suite 400
                  Raleigh, North Carolina  27807-6519
                       Telephone (919) 420-1700
                          Fax (919) 420-1800


                             June 28, 1995

Rose's Stores, Inc.
Post Office Drawer 947
Henderson, North Carolina  27536

Gentlemen:

     We refer to the registration statement on Form S-8
(the"Registration Statement"), to be filed by Rose's Stores, Inc. (the
"Company") with the Securities and Exchange Commission on or about
June 29, 1995 under the Securities Act of 1933, as amended, relating
to the proposed public offering of an aggregate of 700,000 shares of
common stock of the Company, no par value per share (the "Common
Stock"), by the Company pursuant to the Rose's Stores, Inc. New Equity
Compensation Plan and the Rose's Stores, Inc. Consummation Bonus Plan
(collectively, the "Plans").

     As counsel for the Company, we have examined such corporate
records, other documents, and such questions of law as we have
considered necessary or appropriate for the purposes of this opinion. 
Upon the basis of that examination, we advise you that, in our
opinion, (i) the Plans have been duly adopted and authorized by the
board of directors and (ii) upon payment of the consideration as
provided under the Plans approved by the United States Bankruptcy
Court, Eastern District of North Carolina, Raleigh Division, and
delivery of the certificates evidencing the shares so acquired, the
shares of Common Stock issuable in accordance with the terms of the
Plan, will be legally issued, fully paid and nonassessable.

     We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the reference to our name therein
under the caption "Interests of Named Experts and Counsel."  This
consent is not to be construed as an admission that we are a person
whose consent is required to be filed with the Registration Statement
under the provisions of the Securities Act of 1933.

                                          Very truly yours,


                                          /s/ Petree Stockton, L.L.P.

<PAGE>



The Board of Directors
Rose's Stores, Inc.:

We consent to the incorporation by reference in the registration
statement on Form S8 of Rose's Stores, Inc. of our report dated March
31, 1995 except for the fifth paragraph of note 18 which is dated
April 28, 1995, with respect to the consolidated balance sheets of
Rose's Stores, Inc., Debtor-in-Possession, as of January 28, 1995 and
January 29, 1994, and the related consolidated statements of
operations, stockholders' equity (deficit), and cash flows for each
of the years in the three-year period ended January 28, 1995, which
report appears in the Form 8K of Rose's Stores, Inc. dated May 10,
1995.





                                                 /s/KPMG Peat Marwick LLP

Raleigh, North Carolina
June 28, 1995

</TABLE>
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{"company-data": {"conformed-name": "ROSES STORES INC", "cik": "0000085149", "assigned-sic": "5331", "irs-number": "560382475", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-60693", "film-number": "95550623"}, "business-address": {"street1": "PO DRAWER 947", "street2": "218 S GARNETT ST", "city": "HENDERSON", "state": "NC", "zip": "27536", "phone": "9194302600"}}
As filed with the Securities and Exchange Commission on June 29, 1995.

                                       Registration No. 33-______
________________________________________________________________________________
                SECURITIES AND EXCHANGE COMMISSION
                      450 FIFTH STREET, N.W.
                     WASHINGTON, D.C.  20549
                            __________

                             FORM S-8

                   REGISTRATION STATEMENT UNDER
                    THE SECURITIES ACT OF 1933
                            __________

                       ROSE'S STORES, INC.
      (Exact Name of Registrant as Specified in its Charter)

          DELAWARE                      56-0382475
        (State or Other Jurisdiction    (I.R.S. Employer
     of Incorporation or Organization)  Identification No.)

                      218 S. Garnett Street
                       Henderson, NC 27536
   (Address of Principal Executive Offices, including zip code)

                        ROSE'S STORES, INC.
                   NEW EQUITY COMPENSATION PLAN
                       ROSE'S STORES, INC.
                     CONSUMMATION BONUS PLAN
                    (Full Title of the Plans)

          George T. Blackburn, II            Copy to:
          Rose's Stores, Inc.                James F. Verdonik, Esq.
          218 S. Garnett Street              Petree Stockton, L.L.P.
          Henderson, NC 27536                4101 Lake Boone Trail, Suite 400
          (919) 430-2600                     Raleigh, NC  27607
          (Name, Address and Telephone       (919) 420-1700 
          Number of Agent for Service)

                 CALCULATION OF REGISTRATION FEE
Proposed          Proposed 
                                           Maximum           Maximum          Amount of
Title of Securities   Amount To Be      Offering Price   Aggregate Offering  Registration
To Be Registered       Registered         Per Share           Price              Fee
Common Stock,
no Par Value             700,000         $1.9609375(1)     $1,372,656.20        $473.29

(1)  Estimated solely for purposes of calculating the registration fee.  The maximum offering
     price per share is based upon the average of the high and low prices of the Common Stock of
     the Registrant on June 27, 1995.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a)
                             PROSPECTUS

Item 1.   Plan Information *

Item 2.   Registrant Information and Employee Plan Annual Information *

    *     As permitted by the rules of the Securities and Exchange
          Commission (the "Commission"), the documents containing the
          information required by Part I of Form S-8 will not be
          filed with the Commission as part of this Registration
          Statement.  The documents containing the information
          specified in Part I will be delivered to the participants
          as required by Rule 428(b) promulgated under the Securities
          Act of 1933, as amended (the "Securities Act").

                          EXPLANATORY NOTE

     This registration statement is being filed to register 700,000
shares authorized for issuance under the Rose's Stores, Inc. New
Equity Compensation Plan.  The shares authorized under the Rose's
Stores's Inc. New Equity Compensation Plan will be awarded pursuant
to the Rose's Stores, Inc. Consummation Bonus Plan which was approved
by the Board of Directors on November 2, 1994 and approved by the
United States Bankruptcy Court, Eastern District of North Carolina,
Raleigh Division on February 14, 1995.
PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference

     Roses Stores, Inc. (the "Registrant") hereby incorporates by
reference in this Registration Statement the following documents:

     (a)  The Registrant's Annual Report on Form 10-K filed with the
     Securities and Exchange Commission (the "Commission") pursuant
     to Section 13(a) under the Securities Act of 1934, as amended
     (the "Exchange Act"), containing audited financial statements
     for the fiscal year of the Registrant ended January 28, 1995;

     (b)  All other reports filed with the Commission pursuant to
     Section 13(a) of the Exchange Act since January 28, 1995; and

     (c)  The description of the Common Stock contained under the
     caption "Description of Registrant's Securities to be
     Registered" in the Registration Statement of the Registrant on
     Form 8-A filed pursuant to Section 12(g) of the Exchange Act.

     In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
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 in this Registration Statement and to be a part hereof
from the respective dates of filing of such documents with the
Commission.

Item 4.   Description of Securities

     The class of securities to be offered hereby is registered under
Section 12 of the Exchange Act.

Item 5.   Interests of Named Experts and Counsel

     Certain legal matters in connection with this offering will be
passed upon for the Registrant by Petree Stockton, L.L.P., Raleigh,
North Carolina.  Petree Stockton, L.L.P. serves as corporate counsel
to the Registrant and has received and is expected to receive payment
for legal services rendered or to be rendered on an ongoing basis to
the Registrant.  No attorneys of Petree Stockton, L.L.P. own any
securities of the Registrant.
Item 6.   Indemnification of Directors and Officers

     Section 5 of Article VIII of the Amended and Restated Bylaws of
the Registrant and Article TENTH of the Restated Certificate of
Incorporation of the Registrant provide as follows:

          (a)  The Corporation shall indemnify any person who was or
     is a party or is threatened to be made a party to any
     threatened, pending or completed action, suit or proceeding,
     whether civil, criminal, administrative or investigative (other
     than an action by or in the right of the Corporation) by reason
     of the fact that he is or was a director, officer, employee or
     agent of the Corporation, or is or was serving at the request of
     the Corporation as a director, officer, employee or agent of
     another corporation, partnership, joint venture, trust or other
     enterprise, against expenses (including attorneys' fees),
     judgments, fines and amounts paid in settlement actually and
     reasonably incurred by him in connection with such action, suit
     or proceeding if he acted in good faith and in a manner he
     reasonably believed to be in or not opposed to the best
     interests of the Corporation, and, with respect to any criminal
     action or proceeding, had no reasonable cause to believe his
     conduct was unlawful.  The termination of any action, suit or
     proceeding by judgment, order, settlement, conviction, or upon
     a plea of nolo contendere or its equivalent, shall not, of
     itself, create a presumption that the person did not act in good
     faith and in a manner which he reasonably believed to be in or
     not opposed to the best interest of the Corporation, and, with
     respect to any criminal action or proceeding, had reasonable
     cause to believe that his conduct was unlawful.

          (b)  The Corporation shall indemnify any person who was or
     is a party or is threatened to be made a party to any
     threatened, pending or completed action or suit by or in the
     right of the Corporation to procure a judgment in its favor by
     reason of the fact that he is or was a director, officer,
     employee or agent of the Corporation, or is or was serving at
     the request of the Corporation as a director, officer, employee
     or agent of another corporation, partnership, joint venture,
     trust or other enterprise, against expenses (including
     attorneys' fees) actually and reasonably incurred by him in
     connection with the defense or settlement of such action or suit
     if he acted in good faith and in a manner he reasonably believed
     to be in or not opposed to the best interest of the Corporation
     and except that no indemnification shall be made in respect of
     any claim, issue or matter as to which such person shall have
     been adjudged to be liable to the Corporation unless and only to
     the extent that the Court of Chancery of the State of Delaware
     or the court in which such action or suit was brought shall
     determine upon application that, despite the adjudication of
     liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such
     expenses which the court of Chancery or such other court shall
     deem proper.

          (c)  To the extent that a director, officer, employee or
     agent of the Corporation has been successful on the merits or
     otherwise in defense of any action, suit or proceeding referred
     to in paragraphs (a) and (b), or in defense of any claim, issue
     or matter therein, including the dismissal of an action without
     prejudice, he shall, without limiting the provisions of
     paragraph (a) above, be indemnified against expenses (including
     attorneys' fees) actually and reasonably incurred by him in
     connection therewith.

          (d)  Any indemnification under paragraphs (a) and (b)
     (unless ordered by a court) shall be made by the Corporation
     only as authorized in the specific case upon a determination
     that indemnification of the director, officer, employee or agent
     is proper in the circumstances because he has met the applicable
     standard of conduct set forth in paragraphs (a) and (b).  Such
     determination shall be made (i) by the board of directors by a
     majority vote of a quorum consisting of directors who were not
     parties to such action, suit or proceedings, or (ii) if such a
     quorum is not obtainable, or, even if obtainable a quorum of
     disinterested directors so directs, by independent legal counsel
     in a written opinion, or (iii) by the stockholders.

          (e)  Expenses (including attorneys' fees) incurred by an
     officer or director in defending any civil, criminal,
     administrative or investigative action, suit or proceeding shall
     be paid by the Corporation in advance of the final disposition
     of such action, suit or proceeding upon receipt of an
     undertaking by or on behalf of such director or officer to repay
     such amount if it shall ultimately be determined that he is not
     entitled to be indemnified by the Corporation pursuant to this
     section or as otherwise authorized by law.  Such expenses
     (including attorneys' fees) incurred by other employees and
     agents may be so paid upon such terms and conditions, if any, as
     the board of directors deems appropriate.

          (f)  The indemnification and advancement of expenses
     provided by, or granted pursuant to, the other paragraphs of
     this section shall not be deemed exclusive of any other rights
     to which those seeking indemnification or advancement of
     expenses may be entitled under any by-law, agreement, vote of
     stockholders or disinterested directors or otherwise, both as to
     action in his official capacity and as to action in another
     capacity while holding such office.

          (g)  The Corporation, at its expense, may purchase and
     maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation, or is
     or was serving at the request of the Corporation as a director,
     officer, employee or agent of another corporation, partnership,
     joint venture, trust or other enterprise against any liability
     asserted against him and incurred by him in any such capacity,
     or arising out of his status as such, whether or not the
     Corporation would have the power to indemnify him against such
     liability under the provisions hereof or under the provisions of
     the General Corporation Law of the State of Delaware.

          (h)  The indemnification and advancement of expenses
     provided by, or granted pursuant to, this section shall continue
     as to a person who has ceased to be a director, officer,
     employee or agent and shall inure to the benefit of the heirs,
     executors and administrators of such person.

          (i)  All rights to indemnification and advancement of
     expenses hereunder shall be deemed to be provided by contract
     between the Corporation and the director, officer, employee or
     agent who serves in such capacity at any time while this
     section, other relevant provisions of the General Corporation
     Law of the State of Delaware and other applicable law, if any,
     are in effect.

          (j)  Any repeal or modification of the foregoing paragraphs
     by the stockholders of the Corporation shall not adversely
     affect any right or protection of a director, officer, employee
     or agent of the Corporation existing at the time of such repeal
     or modification.

          (k)  If the General Corporation Law of the State of
     Delaware is amended to authorize corporate action permitting the
     Corporation to further indemnify or advance expenses to
     directors, officers, employees or agents, then such person, in
     addition to the circumstances in which he is now entitled to
     indemnification and advancement of expenses, shall be entitled
     to be indemnified and have expenses advanced to the fullest
     extent permitted by the General Corporation Law of the State of
     Delaware, as so amended.

          (l)  For purposes of this section, references to 
     "Corporation" shall include, in addition to the resulting
     Corporation, any constituent corporation (including any
     constituent of a constituent) absorbed in a consolidation or
     merger which, if its separate existence had continued, would
     have had power and authority to indemnify its directors,
     officers, employees or agents, so that any person who is or was
     a director, officer, employee or agent of such constituent
     corporation, or is or was serving at the request of such
     constituent corporation as a director, officer, employee or
     agent of another corporation, partnership, joint venture, trust
or other enterprise, shall stand in the same position under the
     provisions hereof with respect to the resulting or surviving
     corporation as he would have with respect to such constituent
     corporation if its separate existence had continued.

          (m)  For purposes of this section, references to "other
     enterprises" shall include employee benefit plans; references to
     "fines" shall include any excise taxes assessed on a person with
     respect to an employee benefit plan; and references to "serving
     at the request of the Corporation" shall include any service as
     a director, officer, employee or agent by the Corporation which
     imposes duties on, or involves services by, such director,
     officer, employee or agent with respect to an employee benefit
     plan, its participants, or beneficiaries; and a person who acted
     in good faith and in a manner he reasonably believed to be in
     the interest of the participants and beneficiaries of an
     employee benefit plan shall be deemed to have acted in a manner
     "not opposed to the best interests of the Corporation," as
     referred to herein.

          (n)  If this section or any portion thereof shall be
     invalidated on any ground by any court of competent
     jurisdiction, then the Corporation shall nevertheless indemnify
     each person as provided above as to expenses (including
     attorneys' fees), judgments, fines and amounts paid in
     settlement with respect to any action, suit or proceeding,
     whether civil, criminal, administrative or investigative,
     including a grand jury proceeding and an action by the
     Corporation, to the fullest extent permitted by any applicable
     portion of this section that shall not have been invalidated or
     by any other applicable law.

     Reference is made to Article TWELFTH of the Restated Certificate
of Incorporation of the Registrant, which provides as follows:

          TWELFTH:  No director of the Corporation shall be
     personally liable to the Corporation or to any of its
     stockholders for monetary damages arising out of such director's
     breach of fiduciary duty as a director of the Corporation,
     except for liability (i) for any breach of the director's duty
     of loyalty to the Corporation or its stockholders, (ii) for acts
     or omissions not in good faith or which involve intentional
     misconduct or a knowing violation of law, (iii) for unlawful
     payment of dividends or unlawful stock purchase or redemption
     under Section 174 of the General Corporation Law of the State of
     Delaware or any successor provision, or (iv) for any transaction
     from which such director derived an improper personal benefit. 
     If the General Corporation Law of the State of Delaware is
     amended after the effective date of this Restated Certificate of
     Incorporation to authorize corporate action further eliminating
     or limiting the personal liability of directors, then the
liability of a director of the Corporation shall be eliminated
     or limited to the fullest extent permitted by the General
     Corporation Law of the State of Delaware, as so amended.

          Any amendment to or repeal or modification of this Article
     TWELFTH (i) by the stockholders of the Corporation or (ii) by an
     amendment to the General Corporation Law of the State of
     Delaware (unless such statutory amendment specifically provides
     to the contrary) shall not adversely affect any right or
     protection, existing at the time of such repeal or modification
     with respect to any acts or omissions occurring either before or
     after such repeal or modification, or a person serving as a
     director at the time of such repeal or modification.

     Reference is also made to Section 145 of Title 8 of the Delaware
Code, which provides as follows:

          (a)  A corporation shall have power to indemnify any person
     who was or is a party or is threatened to be made a party to any
     threatened, pending or completed action, suit or proceeding,
     whether civil, criminal, administrative or investigative (other
     than an action by or in the right of the corporation) by reason
     of the fact that he is or was a director, officer, employee or
     agent of the corporation, or is or was serving at the request of
     the corporation as a director, officer, employee or agent of
     another corporation, partnership, joint venture, trust or other
     enterprise, against expenses (including attorneys' fees),
     judgments, fines and amounts paid in settlement actually and
     reasonably incurred by him in connection with such action, suit
     or proceeding if he acted in good faith and in a manner he
     reasonably believed to be in or not opposed to the best
     interests of the corporation, and, with respect to any criminal
     action or proceeding, had no reasonable cause to believe his
     conduct was unlawful.  The termination of any action, suit or
     proceeding by judgment, order, settlement, conviction, or upon
     a plea of nolo contendere or its equivalent, shall not, of
     itself, create a presumption that the person did not act in good
     faith and in a manner which he reasonably believed to be in or
     not opposed to the best interests of the corporation, and, with
     respect to any criminal action or proceeding, had reasonable
     cause to believe that his conduct was unlawful.

          (b)  A corporation shall have power to indemnify any person
     who was or is a party or is threatened to be made a party to any
     threatened, pending or completed action or suit by or in the
     right of the corporation to procure a judgment in its favor by
     reason of the fact that he is or was a director, officer,
     employee or agent of the corporation, or is or was serving at
     the request of the corporation as a director, officer, employee
     or agent of another corporation, partnership, joint venture,
     trust or other enterprise against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with
     the defense or settlement of such action or suit if he acted in
     good faith and in a manner he reasonably believed to be in or
     not opposed to the best interests of the corporation and except
     that no indemnification shall be made in respect of any claim,
     issue or matter as to which such person shall have been adjudged
     to be liable to the corporation unless and only to the extent
     that the Court of Chancery or the court in which such action or
     suit was brought shall determine upon application that, despite
     the adjudication of liability but in view of all the
     circumstances of the case, such person is fairly and reasonably
     entitled to indemnity for such expenses which the Court of
     Chancery or such other court shall deem proper.

          (c)  To the extent that a director, officer, employee or
     agent of a corporation has been successful on the merits or
     otherwise in defense of any action, suit or proceeding referred
     to in subsections (a) and (b), or in defense of any claim, issue
     or matter therein, he shall be indemnified against expenses
     (including attorneys' fees) actually and reasonably incurred by
     him in connection therewith.

          (d)  Any indemnification under subsections (a) and (b)
     (unless ordered by a court) shall be made by the corporation
     only as authorized in the specific case upon a determination
     that indemnification of the director, officer, employee or agent
     is proper in the circumstances because he has met the applicable
     standard of conduct set forth in subsections (a) and (b).  Such
     determination shall be made (1) by the board of directors by a
     majority vote of a quorum consisting of directors who were not
     parties to such action, suit or proceeding, or (2) if such a
     quorum is not obtainable, or, even if obtainable a quorum of
     disinterested directors so directs, by independent legal counsel
     in a written opinion, or (3) by the stockholders.

          (e)  Expenses (including attorneys' fees) incurred by an
     officer or director in defending any civil, criminal,
     administrative, or investigative action, suit or proceeding may
     be paid by the corporation in advance of the final disposition
     of such action, suit or proceeding upon receipt of an
     undertaking by or on behalf of such director or officer to repay
     such amount if it shall ultimately be determined that he is not
     entitled to be indemnified by the corporation as authorized in
     this Section.  Such expenses (including attorneys' fees)
     incurred by other employees and agents may be so paid upon such
     terms and conditions, if any, as the board of directors deems
     appropriate.

          (f)  The indemnification and advancement of expenses
     provided by, or granted pursuant to, the other subsections of
     this section shall not be deemed exclusive of any other rights
to which those seeking indemnification or advancement of
     expenses may be entitled under any by-law, agreement, vote of
     stockholders or disinterested directors or otherwise, both as to
     action in his official capacity and as to action in another
     capacity while holding such office.

          (g)  A corporation shall have power to purchase and
     maintain insurance on behalf of any person who is or was a
     director, officer, employee or agent of the corporation, or is
     or was serving at the request of the corporation as a director,
     officer, employee or agent of another corporation, partnership,
     joint venture, trust or other enterprise against any liability
     asserted against him and incurred by him in any such capacity,
     or arising out of his status as such, whether or not the
     corporation would have the power to indemnify him against such
     liability under the provisions of this section.

          (h)  For purposes of this Section, references to "the
     corporation" shall include, in addition to the resulting
     corporation, any constituent corporation (including any
     constituent of a constituent) absorbed in a consolidation or
     merger which, if its separate existence had continued, would
     have had power and authority to indemnify its directors,
     officers, and employees or agents, so that any person who is or
     was a director, officer, employee or agent of such constituent
     corporation, or is or was serving at the request of such
     constituent corporation as a director, officer, employee or
     agent of another corporation, partnership, joint venture, trust
     or other enterprise, shall stand in the same position under the
     provisions of this Section with respect to the resulting or
     surviving corporation as he would have with respect to such
     constituent corporation if its separate existence had continued.

          (i)  For purposes of this Section, references to "other
     enterprises" shall include employee benefit plans; references to
     "fines" shall include any excise taxes assessed on a person with
     respect to an employee benefit plan; and references to "serving
     at the request of the corporation" shall include any service as
     a director, officer, employee or agent of the corporation which
     imposes duties on, or involves services by, such director,
     officer, employee, or agent with respect to an employee benefit
     plan, its participants, or beneficiaries; and a person who acted
     in good faith and in a manner he reasonably believed to be in
     the interest of the participants and beneficiaries of an
     employee benefit plan shall be deemed to have acted in a manner
     "not opposed to the best interests of the corporation" as
     referred to in this Section.

          (j)  The indemnification and advancement of expenses
     provided by, or granted pursuant to, this section shall, unless
     otherwise provided when authorized or ratified, continue as to
a person who has ceased to be a director, officer, employee or
     agent and shall inure to the benefit of the heirs, executors and
     administrators of such a person.

        The Rose's Stores, Inc. New Equity Compensation Plan, filed
as Exhibit 4.1 to this Registration Statement, provides for
indemnification for certain of the Registrant's directors in
connection with their actions taken as members of the committee which
has the responsibility for administering the Rose's Stores, Inc. New
Equity Compensation Plan.

Item 7.   Exemption From Registration Claimed

     Not applicable.  The shares of Common Stock registered herein may
be sold pursuant to this Registration Statement or pursuant to an
exemption from registration, or an exemption under Section 4(2) of the
Securities Act, including Rule 144, if available.

Item 8.   Exhibits

     The following exhibits, listed in accordance with the number
assigned to each in the exhibit table of Item 601 of Regulation S-K,
are included in Part II of this Registration Statement.  Exhibit
numbers omitted are not applicable.

     4.1  Rose's Stores, Inc. New Equity Compensation Plan.

     4.2  First Amendment to the Rose's Stores, Inc. New Equity            
          Compensation Plan.

     4.3  Rose's Stores, Inc. Consummation Bonus Plan.

     5    Legal opinion of Petree Stockton, L.L.P. with respect to
          the legality of the securities being registered hereunder.

     23.1 Consent of KPMG Peat Marwick LLP.

     23.2 Consent of Petree Stockton, L.L.P. (Contained in Exhibit
          5).

     24   Power of Attorney (Contained on signature page).

Item 9.   Undertakings

     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
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.

     (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, 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.

     (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.

     The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) 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 in the initial bona fide offering thereof.

     The undersigned Registrant hereby undertakes to deliver or cause
to be delivered with the prospectus, to each person to whom the
prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or
Rule 14c-3 under the Securities Exchange Act of 1934; and, where
interim financial information required to be presented by Article 3
of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered, to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim
financial information.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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 Act and will be
governed by the final adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that
it meets all 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 Henderson,
State of North Carolina, on this 22nd day of June, 1995.

                         ROSE'S STORES, INC.
                         By:/s/ R. Edward Anderson        
                         R. Edward Anderson
                         President, Chief Executive Officer and
                         Chairman of the Board

     KNOW ALL MEN BY THESE PRESENTS that each individual whose
signature appears below constitutes and appoints Ms. Jeanette R.
Peters his true and lawful attorney-in-fact and agents with full power
of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or
her substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature                          Title                         Date

/s/ R. Edward Anderson        President, Chief Executive      June 22, 1995 
R. Edward Anderson            Officer (principal executive 
                              officer) and Chairman of the Board

/s/ Jeanette R. Peters        Senior Vice President and       June 22, 1995
Jeanette R. Peters            Chief Financial Officer 
                              (principal financial 
                              officer and principal 
                              accounting officer)    

/s/ N. Hunter Wyche            Director                       June 22, 1995

/s/ Denis Taura                Director                       June 22, 1995

/s/ Elliott Stone              Director                       June 22, 1995

/s/ Harold Smith               Director                       June 22, 1995

/s/ J. David Rosenberg         Director                       June 22, 1995

/s/ Joseph L. Mullen           Director                       June 22, 1995

/s/ Walter F. Loeb             Director                       June 22, 1995
EXHIBIT INDEX

Exhibit No.                   Description                        
     
     4.1       Rose's Stores, Inc. New Equity            Incorporated
               Compensation Plan (Incorporated           by reference       
               by reference to Exhibit (c)(4) to 
               the Registrant's Current Report on 
               Form 8-K dated April 24,  1995)

     4.2       First Amendment to the Rose's Stores, Inc.
               New Equity Compensation Plan  

     4.3       Rose's Stores, Inc. Consummation Bonus Plan

     5         Legal opinion of Petree Stockton, L.L.P.

     23.1      Consent of KPMG Peat Marwick LLP

     23.2      Consent of Petree Stockton, L.L.P.  
               (Contained in Exhibit 5)

     24        Power of Attorney (Contained on signature page)
NORTH CAROLINA                             FIRST AMENDMENT TO THE   
                                             ROSE'S STORES, INC.    
VANCE COUNTY                            NEW EQUITY COMPENSATION PLAN

     THIS AMENDMENT, made and entered into this 11th day of May, 1995,
by ROSE'S STORES, INC., a corporation organized and existing under the
laws of the State of Delaware with its principal office in Henderson,
North Carolina (the "Company");

                             WITNESSETH:

     WHEREAS, the Company has previously established and adopted the
Rose's Stores, Inc. New Equity Compensation Plan effective April 28,
1995 (the "Equity Plan") for the benefit of its eligible Associates;
and

     WHEREAS, pursuant to Section 14.1 of the Equity Plan, the Board
of Directors of the Company is authorized to amend or modify the
Equity Plan at any time and from time to time; and 

     WHEREAS, the Company has also established and adopted the Rose's
Stores, Inc. Consummation Bonus Plan (the "Bonus Plan"), under which
certain awards became payable upon the confirmation of the First
Amended Joint Plan of Reorganization of Rose's Stores, Inc.; and

     WHEREAS, the Bonus Plan provides that the committee which shall
be appointed under the Equity Plan shall have the responsibility for
allocating the awards payable under the Bonus Plan among eligible
participants, other than the awards payable to the President and Chief
Executive Officer of the Company (which are fixed by the terms of the
Bonus Plan), and to otherwise administer the Bonus Plan; and

     WHEREAS, the awards payable under the Bonus Plan shall be granted
under the Equity Plan; and 

     WHEREAS, in order to facilitate making the awards payable under
the Bonus Plan during the time frames specified in the Bonus Plan, the
Board of Directors of the Company has taken action to amend the Equity
Plan to provide that the President and Chief Executive Officer of the
Company shall have sole authority to allocate the awards payable under
the Bonus Plan among eligible participants other than himself and to
have all other administrative authority with respect to the awards
payable under the Bonus Plan; and  

     WHEREAS, the Board of Directors of the Company has authorized and
directed the officers of the Company to execute such documents and to
take such other action as may be necessary to give effect to the such
amendment;

     NOW THEREFORE, in consideration of the premises herein contained,
section 3.3 of the Equity Plan shall be amended to read as follows,
effective as of the date hereof:

     The Committee shall have exclusive right to interpret, construe
     and administer the Plan, to select the persons who are eligible
to receive an Award, and to act in all matters pertaining to the
     granting of an Award and the contents of the Agreement
     evidencing the Award, including, without limitation, the
     determination of the number of Stock Options, Stock Rights,
     shares of Stock or Performance Shares subject to an Award and
     the form, terms, conditions, and duration of each Award, and any
     amendment thereof consistent with the provisions of the Plan. 
     Notwithstanding the foregoing:

          (a)  the awards payable under the Rose's Stores, Inc.
               Consummation Bonus Plan (the "Bonus Plan") adopted by
               the Corporation and approved by the United Stated
               Bankruptcy Court for the Eastern District of North
               Carolina shall be issued under the Plan; and

          (b)  the Committee shall be deemed to have delegated all
               its responsibilities with respect to awards under the
               Bonus Plan (including its responsibilities under the
               terms of the Bonus Plan and this Plan) to the
               President and Chief Executive Officer of the Company,
               and all references to the Committee in the Bonus Plan
               and this Plan shall be deemed to be references to the
               President and Chief Executive Officer for this
               purpose.  

     All acts, determinations and decisions of the Committee made or
     taken pursuant to grants of authority under the Plan or with
     respect to any questions arising in connection with the
     administration and interpretation of the Plan, including the
     severability of any and all of the provisions thereof, shall be
     conclusive, final and binding on all Participants, Eligible
     Participants and their beneficiaries.
IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed by its duly authorized officers and its corporate seal to be
hereunto affixed, all as of the day and year first above written.

                              COMPANY:

                              ROSE'S STORES, INC.
ATTEST:

(Corporate Seal)

/s/ G. Templeton Blackburn, II          By:/s/ R. Edward Anderson
        Secretary                            President
ROSE'S STORES, INC.
                       CONSUMMATION BONUS PLAN

     THIS CONSUMMATION BONUS PLAN (the "Plan") is hereby established
by Rose's Stores, Inc. (the "Company") to ensure the continued service
of the Company's key executives during the Company's proceeding under
chapter 11 (the "Proceeding") of Title 11 of the United States Code.

1.   EFFECTIVE DATE

     This Plan shall be effective as of February 14, 1995, pursuant
to an order of the United States Bankruptcy Court for the Eastern
District of North Carolina issued on such date.

2.  ELIGIBLE ASSOCIATES

     The following Associates of the Company shall be eligible for
bonuses under the Plan (the "Eligible Associates"):

     (a)  the President and Chief Executive Officer;

     (b)  the Executive Vice President;

     (c)  the Senior Vice Presidents; and

     (d)  the Vice Presidents.

3.  ENTITLEMENT TO BONUS

     (a)  The bonuses specified in section 4(a) below shall become
payable on the Effective Date of the First Amended Joint Plan of
Reorganization of Rose's Stores, Inc. dated October 4, 1994, as
amended from time to time (the "Joint Plan"), provided that none of
the Alternative Treatment Provisions of the Joint Plan are in effect
on the Effective Date or on the date on which the bonuses would be
paid pursuant to section 4(a) below (for purposes of this Plan, the
terms "Effective Date" and "Alternative Treatment Provisions" shall
have the meanings given to such terms in the Joint Plan).

     (b) The bonuses specified in section 4(b) below shall become
payable on the date on which the Company is sold, provided that the
sale occurs prior to the Effective Date of the Joint Plan.

4.  CONTENT OF BONUS 

     (a)  The bonuses payable pursuant to section 3(a) above shall
consist of the following:

          (i)   Within thirty (30) days after the Effective Date of
the Joint Plan, the Eligible Associates shall receive as a group an
award under the New Equity Compensation Plan of Rose's Stores, Inc,
(the "New Equity Compensation Plan") an aggregate number of shares of
New Rose's Common Stock (within the meaning of the Joint Plan) equal
to 1.5% of the total number of shares of New Rose's Common Stock
issued on the Effective Date (the "Consummation Shares").  The
Consummation Shares shall be allocated among the Eligible Participants
as follows:

               (A)  The President and Chief Executive Officer shall
receive 41.09% of the Consummation Shares; and

               (B)  The remaining Consummation Shares shall be
allocated among the Eligible Associates other than the President and
Chief Executive Officer in such amounts as shall be determined by the
committee designated under the New Equity Compensation Plan (the
"Committee") based on targeted awards (actual awards may be above or
below the targets) and based, in part, on the recommendation of the
President and Chief Executive Officer.

          (ii) Ninety (90) days after the Effective Date of the Joint
Plan, the Eligible Associates shall receive as a group an award under
the New Equity Compensation Plan of stock options (the "Options")
granting them the right to purchase an aggregate of 550,000 shares of
New Rose's Common Stock which shall be issued in addition to the total
number of shares of New Rose's Common Stock issued on the Effective
Date.  The Options shall be structured as incentive stock options (or,
to the extent required otherwise by law, nonqualified stock options);
provided, however, that to the extent shareholder approval of the New
Equity Compensation Plan is not timely received, the incentive stock
option awards shall be treated as nonqualified stock options.  One-half 
of the Options shall contain an exercise price equal to the fair
market value of the New Rose's Common Stock on the date of grant (as
determined pursuant to the New Equity Compensation Plan) and shall
have a term of five (5) years.  The remaining one-half of the Options
shall contain an exercise price equal to two (2) times the fair market
value of the New Rose's Common Stock on the date of grant (as
determined pursuant to the New Equity Compensation Plan) and shall
have a term of seven (7) years.  All of the Options shall vest one-
third on the first anniversary of the Effective Date, one-third on the
second anniversary of the Effective Date and one-third on the third
anniversary of the Effective Date.  The Options shall be allocated
among the Eligible Participants as follows:

               (A)  The President and Chief Executive Officer shall
receive 25% of the Options; and

               (B)  The remaining Options shall be allocated among the
Eligible Associates other than the President and Chief Executive
Officer in such amounts as shall be determined by the Committee based
on the face value of the New Rose's Common Stock under the Options and
targeted multiples of salary of the Eligible Associates other than the
President and Chief Executive Officer and based, in part, on the
recommendation of the President and Chief Executive Officer. 

     (b)  The bonuses payable pursuant to section 3(b) above shall
consist of cash bonuses payable to the Eligible Associates from the
proceeds of the sale of the Company.  The aggregate amount of the
bonuses payable to the Eligible Associates (the "Cash Bonus") shall
be an amount equal to a percentage of the ultimate proceeds of sale
after payment of Allowed Administrative Claims, Tax Claims, GE
Obligations and Allowed Claims in Classes 1, 2A and 2B of the Joint
Plan (the "Ultimate Proceeds of Sale"), as follows:

                              Percent of Ultimate            
    Sales Price                     Proceeds of Sale        
$0 to $24,999,999                       0.5%
                                                            
$25,000,000 to 
$59,999,999                             1.5%
                                                            
$60,000,000 and above                   2.0%
                                                            

The Cash Bonus shall be allocated among the Eligible Participants as
follows:

               (A)  The President and Chief Executive Officer shall
receive 41.09% of the Cash Bonus; and

               (B)  The remaining Cash Bonus shall be allocated among
the Eligible Associates other than the President and Chief Executive
Officer in such amounts as shall be determined by the Committee based
on targeted awards (actual awards may be above or below the targets)
and based, in part, on the recommendation of the President and Chief
Executive Officer.

The Cash Bonus shall be paid to the Eligible Associates pursuant to
this section 4(b) as soon as administratively possible after the date
of the sale giving rise to payment of the Cash Bonus.

5.  ADMINISTRATION

     The Committee shall determine the rights of any individual to a
bonus hereunder and shall otherwise administer the Plan in its sole
discretion, provided that the Committee shall administer the Plan
consistent with the applicable provisions of the Joint Plan.  Any
decision or action of the Committee hereunder shall be final and
binding on all parties.

6.   SUCCESSOR TO THE COMPANY

     This Plan shall be binding upon any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company, and
the Company shall require any such successor to expressly assume and
agree to perform this Plan.  As used in this Plan, "Company" shall
mean the Company as defined herein and any successor to its business
and/or assets.

7.   NO RIGHTS TO CONTINUED EMPLOYMENT

     This Plan shall not be construed to give a Eligible Associate a
right of continued employment with, or the right to be retained in the
employ of, the Company.
8.  TAXES 

     To the extent required by law, the Company shall withhold any
federal, state or local taxes from payments made under this Plan,
including FICA taxes.

9.  AMENDMENT AND TERMINATION

     The Company shall be entitled to amend or terminate this Plan at
any time; provided, however, that the Company shall not amend or
terminate the Plan in a manner that affects a benefit that has already
become payable hereunder.

10.   MISCELLANEOUS

     (a)  If any provision of this Plan shall be determined to be void
by any court of competent jurisdiction, then such determination shall
not affect any other provision of this Plan, all of which shall remain
in full force and effect.

     (b)  This Plan shall be construed and enforced in accordance with
the laws of the State of North Carolina.

     (c)  This Plan shall be construed in accordance with the
provisions of the Joint Plan and, as determined by the Committee,
shall be deemed to be modified to the extent necessary to comply with
the provisions of the Joint Plan.
IN WITNESS WHEREOF, the Company has executed this Plan under seal
through its duly authorized officers on this 28th day of April, 1995.

                                   ROSE'S STORES, INC.
ATTEST:

(Corporate Seal)

/s/ G. Templeton Blackburn, II     By:/s/ R. Edward Anderson
                                     Authorized Officer
PETREE STOCKTON, L.L.P.
                           Attorneys at Law
                   4101 Lake Boone Trail, Suite 400
                  Raleigh, North Carolina  27807-6519
                       Telephone (919) 420-1700
                          Fax (919) 420-1800

                             June 28, 1995

Rose's Stores, Inc.
Post Office Drawer 947
Henderson, North Carolina  27536

Gentlemen:

     We refer to the registration statement on Form S-8
(the"Registration Statement"), to be filed by Rose's Stores, Inc. (the
"Company") with the Securities and Exchange Commission on or about
June 29, 1995 under the Securities Act of 1933, as amended, relating
to the proposed public offering of an aggregate of 700,000 shares of
common stock of the Company, no par value per share (the "Common
Stock"), by the Company pursuant to the Rose's Stores, Inc. New Equity
Compensation Plan and the Rose's Stores, Inc. Consummation Bonus Plan
(collectively, the "Plans").

     As counsel for the Company, we have examined such corporate
records, other documents, and such questions of law as we have
considered necessary or appropriate for the purposes of this opinion. 
Upon the basis of that examination, we advise you that, in our
opinion, (i) the Plans have been duly adopted and authorized by the
board of directors and (ii) upon payment of the consideration as
provided under the Plans approved by the United States Bankruptcy
Court, Eastern District of North Carolina, Raleigh Division, and
delivery of the certificates evidencing the shares so acquired, the
shares of Common Stock issuable in accordance with the terms of the
Plan, will be legally issued, fully paid and nonassessable.

     We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the reference to our name therein
under the caption "Interests of Named Experts and Counsel."  This
consent is not to be construed as an admission that we are a person
whose consent is required to be filed with the Registration Statement
under the provisions of the Securities Act of 1933.

                                          Very truly yours,

                                          /s/ Petree Stockton, L.L.P.
The Board of Directors
Rose's Stores, Inc.:

We consent to the incorporation by reference in the registration
statement on Form S8 of Rose's Stores, Inc. of our report dated March
31, 1995 except for the fifth paragraph of note 18 which is dated
April 28, 1995, with respect to the consolidated balance sheets of
Rose's Stores, Inc., Debtor-in-Possession, as of January 28, 1995 and
January 29, 1994, and the related consolidated statements of
operations, stockholders' equity (deficit), and cash flows for each
of the years in the three-year period ended January 28, 1995, which
report appears in the Form 8K of Rose's Stores, Inc. dated May 10,
1995.

                                                 /s/KPMG Peat Marwick LLP

Raleigh, North Carolina
June 28, 1995