8-K

                         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): August 7, 1997 




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


                                      Delaware
                   (State or other jurisdiction of incorporation)


0-631                                                                56-2043000
(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)


                                 Rose's Stores, Inc.
            (Former name or former address, if changed since last report)
PAGE

Item 5: OTHER EVENTS 

     On August 7, 1997, pursuant to an agreement and plan of merger among Rose's
Stores, Inc. ("Stores") and two newly created, wholly-owned subsidiaries of
Stores, Stores became a wholly-owned subsidiary of Rose's Holdings, Inc., a
Delaware corporation (the "Company").  As a result of such merger, each share
of common stock, no par value ("Stores Common Stock"), of Stores was converted
into common stock, no par value ("Common Stock"), of the Company and each
warrant, option or other right entitling the holder thereof to purchase or
receive shares of Stores Common Stock was converted into a warrant, option or
other right (as the case may be) entitling the holder thereof to purchase or
receive shares of Common Stock on identical terms.  The certificate of
incorporation and by-laws of Holdings are substantially identical to the
certificate of incorporation and by-laws of Stores. 

Item 7:  FINANCIAL STATEMENTS AND EXHIBITS 
 
         (c)   Exhibits
 
               10.    Agreement and Plan of Merger among Rose's Holdings, Inc.,
                      Rose's Stores, Inc. and Rose's Transitory, Inc.



                                    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 HOLDINGS, INC.



Date:  August 25, 1997                       By:/s/Jeanette R. Peters          
                                                Jeanette R. Peters
                                                Senior Vice President,
                                                Chief Financial Officer
                                                and Treasurer

EX-10

                                                                
                                                                  
 
                   AGREEMENT AND PLAN OF MERGER 
 
 
        AGREEMENT AND PLAN OF MERGER, dated as of August 6, 
1997 (this "Agreement"), among Rose's Holdings, Inc., a Delaware 
corporation ("Holdings"), Rose's Transitory, Inc., a Delaware 
corporation and a wholly-owned subsidiary of Holdings 
("Transitory"), and Rose's Stores, Inc., a Delaware corporation 
("Stores"). 
 
        WHEREAS, the Boards of Directors of Holdings, 
Transitory, and Stores have each approved the merger (the 
"Merger") of Transitory with and into Stores in accordance with 
the General Corporation Law of the State of Delaware ("Delaware 
Law") and upon the terms and subject to the conditions set forth 
herein; 
 
        NOW, THEREFORE, in consideration of the foregoing and 
the mutual covenants and agreements herein contained, and 
intending to be legally bound hereby, Holdings, Transitory, and 
Stores hereby agree as follows: 
 
 
                           ARTICLE I 
 
                            THE MERGER 
 
 
        SECTION 1.1    The Merger. 
 
        At the Effective Time (as defined in Section 1.2) and 
subject to and upon the terms and conditions of this Agreement 
and Delaware Law, Transitory shall be merged with and into 
Stores, the separate corporate existence of Transitory shall 
cease, and Stores shall continue as the surviving corporation.  
Stores as the surviving corporation after the Merger is 
hereinafter sometimes referred to as the "Surviving Corporation." 
 
        SECTION 1.2    Effective Time. 
 
        The Merger shall be consummated by delivering this 
Agreement or a Certificate of Merger to the Secretary of State of 
the State of Delaware for filing by the Secretary of State.  The 
Certificate of Merger shall be filed on or before August 7,1997 
and shall state that the Merger will become effective on August 
7, 1997 (the "Effective Time"). 
 
        SECTION 1.3    Effect of the Merger. 
 
        At the Effective Time, the effect of the Merger shall 
be as provided in the applicable provisions of Delaware Law.  

Without limiting the generality of the foregoing, and subject 
thereto, at the Effective Time all the rights, privileges, 
powers, franchises, and property of  Transitory and Stores shall 
vest in the Surviving Corporation, and all restrictions, 
disabilities, duties, debts, and liabilities of Transitory and 
Stores shall become the restrictions, disabilities, duties, 
debts, and liabilities of the Surviving Corporation. 
 
        SECTION 1.4    Certificate of Incorporation; By-Laws. 
 
        At the Effective Time, the Certificate of Incorporation 
and By-Laws of Stores shall be the Certificate of Incorporation 
and By-Laws of the Surviving Corporation until thereafter 
amended, except that, effective as of the Effective Time, such 
Certificate of Incorporation will be amended as follows: 
 
        (a)  Article FOURTH shall be amended to read in its 
entirety as follows: 
 
             "FOURTH:  The Corporation shall have the authority to issue an 
             aggregate of One Thousand (1,000) shares of capital stock.  The 
             authorized capital shall be divided into common stock (the 
             "Common Stock") and preferred stock  (the "Preferred Stock").  The 
             Common Stock of the Corporation shall consist of Five Hundred 
             (500) shares with no par value.  The Preferred Stock of the 
             Corporation shall consist of Five Hundred (500) shares with no par 
             value." 
 
        (b)  Article SIXTEENTH, which shall read in its 
entirety as follows, shall be added thereto: 
 
                  "SIXTEENTH:  Any act or transaction by or 
             involving the Corporation that requires for its 
             adoption under the General Corporation Law of the 
             State of Delaware or this Certificate of 
             Incorporation the approval of the stockholders of 
             the Corporation shall, pursuant to Section 251(g) 
             of the General Corporation Law of the State of 
             Delaware, require, in addition, the approval of 
             the stockholders of Rose's Holdings, Inc., a 
             Delaware corporation (or any successor by merger), 
             by the same vote as is required by the General 
             Corporation Law of the State of Delaware or this 
             Certificate of Incorporation." 
 
        SECTION 1.5    Directors and Officers. 
 
        The directors of the Surviving Corporation shall be the 
directors of Stores  immediately prior to the Effective Time, and 
the officers of the Surviving Corporation shall be the officers 
of Stores immediately prior to the Effective Time, in each case 
until their respective successors are duly elected or appointed 
and qualified. 
 
        SECTION 1.6    Conversion of Securities. 
 
        At the Effective Time, by virtue of the Merger and 
without any action on the part of Transitory, Holdings, Stores, 
or the holders of any of the securities of Transitory, Holdings 
or Stores, Stores will become a wholly-owned subsidiary of 
Holdings, and the stockholders of Stores will become stockholders 
of Holdings.  To effect the foregoing: 
 
        (a)  each share of common stock, no par value ("Stores 
Common Stock"), of Stores then held by Stores as a treasury share 
or then held by Transitory or Holdings shall be canceled and 
extinguished without payment of any consideration therefor and 
without any conversion thereof; 
 
        (b)  each share of Stores Common Stock then issued and 
outstanding (other than those referred to in Section 1.6(a)) 
shall, subject to and in accordance with Section 1.7 hereof, be 
converted into and thereafter shall represent the right to 
receive one validly issued, fully paid, and non-assessable share 
of common stock, no par value, of Holdings ("Holdings Common 
Stock");  
 
        (c)  each then outstanding warrant, option or other 
right to purchase or receive one share of Stores Common Stock 
(collectively, the "Stores Warrants") shall, subject to and in 
accordance with Section 1.7 hereof, be automatically canceled and 
extinguished and thereafter shall represent the right to receive 
one validly issued, fully paid and nonassessable warrant, option 
or other right (as the case may be) representing the right to 
purchase or receive, subject to the identical terms and 
provisions of the applicable Shares Warrant, one share of 
Holdings Common Stock (collectively, the "Holdings Warrants"); 
 
        (d)  each share of common stock, no par value, of 
Transitory issued and outstanding immediately prior to the 
Effective Time shall be converted into and thereupon and 
thereafter shall represent one validly issued, fully paid, and 
non-assessable share of common stock, no par value, of the 
Surviving Corporation; and 
 
        (e)  each share of Holdings Common Stock held by Stores 
immediately prior to the Effective Time shall be canceled and 
extinguished without payment of any consideration therefor and 
without any conversion thereof. 
 
        (f)  Stores shall:  (i) make any amendments to the 
[Warrant Agreement] and any other plan, agreement, or arrangement 
of Stores; (ii) use all reasonable best efforts to obtain any 
consents or releases; and (iii) take any other action necessary 
to effect the transactions contemplated by this Section 1.6.  
Notwithstanding any other provision of this Section 1.6, the 
transactions contemplated by this Section 1.6 may be delayed in 
respect of any Warrant until any necessary consents or releases 

are obtained. 
 
        SECTION 1.7       Surrender and Exchange. 
 
        (a)  Prior to the Effective Time, Stores shall 
designate a commercial bank or trust company organized under the 
laws of the United States or any state of the United States with 
capital, surplus, and undivided profits of at least $100,000,000 
to act as agent (the "Exchange Agent") for the purpose of 
exchanging certificates representing shares of Stores Common 
Stock and Stores Warrants for certificates representing shares of 
Holdings Common Stock and Holdings Warrants. 
 
        Each holder of shares of Stores Common Stock or Stores 
Warrants that have been converted into a right to receive shares 
of Holdings Common Stock or Holdings Warrants, upon surrender to 
the Exchange Agent of a certificate or certificates representing 
such shares of Stores Common Stock or Stores Warrants, together 
with a properly completed letter of transmittal covering such 
shares of Stores Common Stock or Stores Warrants, will be 
entitled to receive a certificate or certificates representing an 
equal number of shares of Holdings Common Stock or Holdings 
Warrants.  After the Effective Time, each such certificate shall, 
until so surrendered, represent for all purposes only the right 
to receive such shares of Holdings Common Stock or Holdings 
Warrants. 
 
        (b)  After the Effective Time, there shall be no 
further registration of transfers of shares of Stores Common 
Stock or Stores Warrants outstanding prior to the Effective Time.  
If, after the Effective Time, certificates representing shares of 
Stores Common Stock or Stores Warrants outstanding prior to the 
Effective Time are presented to the Surviving Corporation, they 
shall be canceled and exchanged for certificates representing the 
shares of Holdings Common Stock or Holdings Warrants provided 
for, and in accordance with the procedures set forth, in this 
Agreement. 
 
        (c)  Any holder of Stores Common Stock or Stores 
Warrants who has not exchanged his shares of Stores Common Stock 
or Stores Warrants for shares of Holdings Common Stock or 
Holdings Warrants in accordance with this Section 1.7 within one 
year from the Effective Time shall thereafter look only to 
Holdings for transfer of his shares of Stores Common Stock or 
Stores Warrants. Notwithstanding the foregoing, no Stores 
Warrants shall be exchangeable after the date of expiration 
thereof. 
         
        SECTION 1.8      Options and Restricted Shares. 
 
        (a)  Immediately following the Effective Time, each 
outstanding stock option (an "Option") granted under Stores's New 
Equity Compensation Plan (the "Option Plan"), whether or not then 
vested or exercisable, shall be converted into the right to 

receive an equal amount of Options to purchase Holdings Common 
Stock.  
 
        (b)  Immediately following the Effective Time, each 
outstanding Option and warrant granted under any plan, agreement, 
or arrangement of Stores, other than the Option Plan, whether or 
not then vested or exercisable, shall be canceled and the holders 
thereof shall be entitled to receive from Holdings, in 
cancellation and settlement of the Options, an equal amount of 
Options to purchase Holdings Common Stock. 
 
        (c)  Stores shall:  (i) make any amendments to the 
Option Plan and any other plan, agreement, or arrangement of 
Stores; (ii) use all reasonable best efforts to obtain any 
consents or releases; and (iii) take any other action necessary 
to effect the transactions contemplated by this Section 1.8.  
Notwithstanding any other provision of this Section 1.8, the 
transactions contemplated by this Section 1.8 may be delayed in 
respect of any Option until any necessary consents or releases 
are obtained. 
 
 
                           ARTICLE II 
 
          REPRESENTATIONS AND WARRANTIES OF HOLDINGS, 
                     TRANSITORY AND STORES 
 
 
        Each of Holdings, Transitory and Stores hereby repre- 
sents and warrants to each of the others that: 
 
        SECTION 2.1    Corporate Organization. 
 
        It is a corporation duly organized, validly existing, 
and in good standing under the laws of the jurisdiction of its 
incorporation and has the requisite corporate power and authority 
and any necessary governmental authority to own, operate, or 
lease the properties that it purports to own, operate, or lease 
and to carry on its business as it is now being conducted, and is 
in good standing in each jurisdiction where the character of its 
properties owned, operated, or leased or the nature of its 
activities makes such qualification necessary, except for such 
failures which, individually or in the aggregate, would not have 
a material adverse effect on its business. 
 
        SECTION 2.2    Authority Relative to this Agreement. 
 
        It has all necessary corporate power and authority to 
enter into this Agreement, and to carry out its obligations 
hereunder and thereunder.  Its execution and delivery of this 
Agreement and the consummation by it of the transactions 
contemplated hereby have been duly authorized by all necessary 
corporate action.  It has duly executed and delivered this 
Agreement, which constitutes a legal, valid, and binding 

obligation, enforceable against it in accordance with its terms, 
except as enforceability may be limited by bankruptcy, 
insolvency, reorganization, moratorium, and other similar laws 
relating to or affecting creditors' rights generally, by general 
equitable principles (regardless of whether such enforceability 
is considered in a proceeding in equity or at law) or by an 
implied covenant of good faith and fair dealing. 
 
 
                           ARTICLE III 
 
AMENDMENT                                   
 
 
        This Agreement may be amended by the parties hereto by 
action taken by or on behalf of their respective Boards of 
Directors at any time prior to the Effective Time, except as 
provided by Delaware Law.  This Agreement may be terminated any 
time prior to the Effective Time by the boards of directors of 
Holdings, Transitory or Stores notwithstanding approval of this 
Agreement by the stockholders of Holdings, Transitory or Stores. 
 
 
                         [END OF TEXT] 
PAGE

        IN WITNESS WHEREOF, Holdings, Transitory and Stores 
have caused this Agreement to be executed as of the date first 
written above by their respective officers  thereunto duly 
authorized. 
 
 
                       ROSE'S HOLDINGS, INC. 
 
 
                       By:/s/ R. Edward Anderson______ 
                             Name:  R. Edward Anderson
                             Title: President
 
 
 
                       ROSE'S TRANSITORY, INC. 
 
 
                       By:/s/ R. Edward Anderson______ 
                             Name:  R. Edward Anderson
                             Title: President
 
 
 
                       ROSE'S STORES, INC. 
 
 
                       By:/s/ R. Edward Anderson______ 
                             Name:  R. Edward Anderson
                             Title: President
 
 
 
 
This Agreement has been adopted pursuant to Section 251(g) of the 
General Corporation Law of the State of Delaware, and the 
conditions specified in the first sentence of that Section 251(g) 
have been satisfied. 
 
 
                          /s/ G. Templeton Blackburn, II
                          Name: G. Templeton Blackburn, II
                          Title:  Secretary of Rose's Stores, Inc.