Item 8.01 Other Events.



On April 2, 2020, Ross Stores, Inc. (the "Company") agreed to issue
$2,000,000,000 aggregate principal amount of unsecured, senior notes, comprised
of the following: $700,000,000 aggregate principal amount of the Company's
4.600% Senior Notes due 2025 (the "2025 Notes"), $400,000,000 aggregate
principal amount of the Company's 4.700% Senior Notes due 2027 (the "2027
Notes"), $400,000,000 aggregate principal amount of the Company's 4.800% Senior
Notes due 2030 (the "2030 Notes"), and $500,000,000 aggregate principal amount
of the Company's 5.450% Senior Notes due 2050 (the "2050 Notes" and, together
with the 2025 Notes, the 2027 Notes, and the 2030 Notes, the "Notes") in an
underwritten public offering, pursuant to an Underwriting Agreement, dated April
2, 2020 (the "Underwriting Agreement"), by and among the Company and BofA
Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the
several underwriters named therein. The closing took place on April 6, 2020. The
Notes were offered by the Company pursuant to its effective shelf registration
statement on Form S-3 (Registration No. 333-237546) and a related prospectus
supplement and prospectus filed with the Securities and Exchange Commission.
The Notes were issued pursuant to an Indenture, dated as of September 18, 2014
(the "Indenture"), by and between the Company and U.S. Bank National
Association, as trustee (the "Trustee"), as supplemented by an Officers'
Certificate establishing the aggregate amounts, terms and forms of the Notes,
dated April 6, 2020 (the "Officers' Certificate").

The foregoing descriptions of the Underwriting Agreement, the Indenture, and the
Notes are qualified in their entirety by reference to the complete terms and
conditions of the Underwriting Agreement, the Indenture, the Officer's
Certificate and the form of each of the Notes, which are filed herewith as
Exhibits 1.1, 4.1, 4.2, and 4.3 through 4.6, respectively, and are incorporated
herein by reference. In connection with the issuance of the Notes, DLA Piper LLP
(US) provided the Company with the legal opinion attached to this Current Report
on Form 8-K as Exhibit 5.1.

Item 9.01 Financial Statements and Exhibits.



(d)   Exhibits.

      Exhibit
      No.           Description

      1.1             Underwriting Agreement, dated as of April 2, 2020, by

and among Ross Stores, Inc.,

BofA Securities, Inc. and J.P. Morgan Securities LLC,

as representatives of the


                      several     underwriters named therein.

      4.1             Indenture, dated as of September 18, 2014, between

Ross Stores, Inc. and U.S. Bank


                    National Association, incorporated by reference to

Exhibit 4.1 to the Form 8-K filed


                    by Ross Stores, Inc. on September 18, 2014.

      4.2             Officers' Certificate, dated as of April 6, 2020

establishing the aggregate


                    amounts, terms and form    s     of the Notes.

      4.3             Form of the 4.600% Senior Notes Due 2025 (included in Exhibit 4.2).

      4.4             Form of the 4.700% Senior Notes Due 2027 (included in Exhibit 4.2).

      4.5             Form of the 4.800% Senior Notes Due 2030 (included in Exhibit 4.2).

      4.6             Form of the 5.450% Senior Notes Due 2050 (included in Exhibit 4.2).

      5.1             Opinion of DLA Piper LLP (US).

      23.1            Consent of DLA Piper LLP (US) (included in the

opinion filed as Exhibit 5.1).







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