ROSS STORES, INC.
8333 CENTRAL AVENUE
NEWARK, CA 94560
510-505-4400
     
     
November 24, 1999
     
     
     
VIA E-MAIL AND CERTIFIED MAIL
     
The Honorable Arthur Levitt
Chairman
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC  20549
     
     
Re: Blue Ribbon Committee on Improving the 
       Effectiveness of Corporate Audit Committees
     
     
Dear Mr. Levitt:
     
Ross Stores, Inc. ("Ross Stores") has had an opportunity to review the 
recommendations proposed by the Blue Ribbon Committee on Improving the 
Effectiveness of Corporate Audit Committees (the "Blue Ribbon Committee"). 
Ross Stores firmly supports strong and effective audit committees, and 
believes that the Blue Ribbon Committee's work has done much to increase the 
visibility and stress the importance of an effective audit committee.  For 
this, the Blue Ribbon Committee members should certainly be commended.   Our 
internal belief that we currently have a strong and effective Audit 
Committee was confirmed by the Blue Ribbon Committee's recommendations, 
since most of such recommendations are already in place at Ross Stores. 
     
However, Ross Stores does not support the proposal requiring that an audit 
committee provide an "opinion" based on negative assurance as to whether the 
financial statements contain any materially misleading statements or 
omissions of any material information.  
     
We believe an audit committee's role is one of oversight.  By overseeing the 
financial reporting and internal controls of a company, an audit committee 
should understand the processes behind these activities.  However, it is 
extremely difficult, if not impossible, for members of an audit committee to 
have sufficient knowledge to provide negative assurance as to the "fair" 
presentation of a set of financial statements.  
     
Moreover, if the current proposals are adopted, this "opinion" would appear 
as a letter in a company's annual report.  Accordingly, even with a "safe 
harbor" for the contents of an audit committee's letter, under certain 
circumstances this "opinion" would likely form the basis for allegations 
against individual audit committee members.  Increased potential liability, 
whether real or perceived, could well introduce a level of risk to audit 
committee members that would result in qualified directors foregoing audit 
committee service.  In summary, Ross Stores is concerned with both the 
practicality of audit committee's providing negative assurance on financial 
statements and the resulting potential increase in liability for audit 
committee members.  
     
We hope you take our concerns into consideration before making your final 
recommendation.
     
Sincerely,
     
     
     
/S/
John G. Call
Senior Vice President and
Chief Financial Officer