UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


Form 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (date of earliest event reported):
December 13, 2004

ROSS STORES, INC.
(Exact name of registrant as specified in its charter)

Delaware

0-14678

94-1390387

(State or other jurisdiction of incorporation)

(Commission File No.)

(I.R.S. Employer Identification No.)

4440 Rosewood Drive,  Pleasanton, California, 94588-3050
(Address of principal executive offices)

Registrant’s telephone number, including area code:
(925) 965-4400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 1.01 Entry into a Material Definitive Agreement.

On December 13, 2004, the Company entered into a Fifth Amendment to the Independent Contractor Consultancy Agreement between the Company and Norman A. Ferber, the Company’s Chairman of the Board of Directors.  The new amendment is effective February 1, 2005, and extends the term of Mr. Ferber’s consultancy for one year, until January 31, 2006, with the same terms and benefits previously provided, including an annual consulting fee of $1,100,000.

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SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:    December 17, 2004

 

 

 

 

 

 

ROSS STORES, INC.

 

Registrant

 

 

 

 

 

 

 

By:

/s/ J. CALL

 

 


 

 

John G. Call

 

 

Senior Vice President, Chief Financial Officer,

 

 

Principal Accounting Officer and Corporate Secretary

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