FORM 8-K

                         SECURITIES AND EXCHANGE COMMISSION


                               Washington, D.C. 20549





                                   CURRENT REPORT


                       Pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934



         Date of Report (Date of earliest event reported): January 20, 1995 




                                 ROSE'S STORES, INC.
               (Exact name of registrant as specified in its charter)


                                      Delaware
                   (State or other jurisdiction of incorporation)


0-631                                               56-0382475
(Commission File Number)               (IRS Employer Identification No.)

218 S. Garnett Street
Henderson, North Carolina                                        
                                                          27536
(Address of principal executive offices)                  (Zip Code)


                                   (919) 430-2600

                (Registrant's telephone number, including area code)

Item 5.  Other Events              

      On September 5, 1993, the Registrant filed a voluntary
Petition for Relief under Chapter 11, Title 11 of the United States
Code (the "Bankruptcy Code") with the United States Bankruptcy
Court for the Eastern District of North Carolina, Raleigh Division
(the "Court").  The Registrant is in possession of its property and
is maintaining and operating its property as a debtor-in-possession
pursuant to the provisions of Sections 1107 and 1108 of the
Bankruptcy Code.  On August 1, 1994, the Registrant filed with the
Court a proposed Joint Plan of Reorganization with the consent of
the official unsecured creditors committee, the pre-petition
secured senior noteholders, and the official equity committee.  On
October 5, 1994, the Court approved a First Amended Disclosure
Statement that described the proposed First Amended Joint Plan of
Reorganization (the  "Plan") and approving the solicitation of
acceptances and rejections of the Plan from various classes of
creditors and equity holders prior to the Court's holding a
confirmation hearing.  On December 14, 1994, the Court confirmed
the Plan and entered an order ("Confirmation Order") to that
effect.

      The Registrant has periodically reported material events
related to the bankruptcy proceedings in its Form 10-K, 10-Qs and
8-Ks.

      On January 20, 1995, the Registrant announced that it had
satisfied one of the conditions required under the Plan to emerge
from Chapter 11.  According to the terms of Section 8.1 of the
Plan, if certain events ("Alternate Treatment Events")  occur and
are not satisfied or waived as required under the Plan, the
Registrant is required to implement the cessation of its business
and the immediate sale and disposition of its remaining inventory,
fixtures and other assets.  One Alternate Treatment Event under
the Plan is the Registrant's failure to meet a financial target
(the "EBIDTA Target").  

      The EBIDTA Target for the eleven (11) fiscal months ending on
and calculated as of December 31, 1994, as measured on January 20,
1995, must total at least Twenty-Five Million Dollars
($25,000,000).  EBITDA is defined in the Plan to include, for each
period, the sum of consolidated net income plus consolidated
interest charges plus consolidated taxes deducted in arriving at
consolidated net income plus consolidated non-cash charges
(including depreciation, amortization and Last-In-First-Out (LIFO)
reserve charges), less any consolidated non-cash income (including
LIFO reserve credits), plus extraordinary cash losses and less
extraordinary cash gains, both calculated in accordance with GAAP. 
The Registrant has satisfied the minimum EBITDA Target required
under the terms of the Plan for the eleven-month period ending on
December 31, 1994.     
      
      In addition to meeting the required minimum EBITDA Target, the
Registrant must satisfy other conditions in order to emerge from
Chapter 11 under the terms of the Plan.  The most significant of
these conditions is to obtain and finalize a financing arrangement
with a lending institution to enable the Registrant to fund its
working capital requirements and certain other financial
obligations after emerging from Chapter 11.  The Registrant secured
a commitment letter to provide such financing from G. E. Capital
in July of 1994, which was approved by the Court on August 2, 1994. 
Negotiations are progressing with G. E. Capital with respect to the
specific terms and conditions as set forth in the commitment
letter; however, there can be no assurance that the Registrant will
be able to obtain such financing or that all of the other
conditions precedent to the Plan's becoming effective will be met. 
  

    


                                     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.


                                ROSE'S STORES, INC.



Date:  January 24, 1995                By:/s/                             

                                       Jeanette R. Peters
                                       Senior Vice President
                                       Chief Financial Officer