FORM 10-C

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549

Report by issuer of securities quoted on The NASDAQ Stock
Market, filed pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 and Rule 13a-17 or 15d-17 thereunder.

Rose's Stores, Inc.                        
EXACT NAME OF ISSUER AS SPECIFIED IN CHARTER

218 S. Garnett Street, Henderson, NC  27536
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES

(919) 430-2600                               
ISSUER'S TELEPHONE NUMBER INCLUDING AREA CODE

I.  Change in Number of Shares Outstanding
Indicate any change (increase or decrease) of five percent or more in the 
number of shares outstanding:

1.   Title of security  Voting Common Stock; Non-Voting Class B Stock

2.   Number of shares outstanding before the change   18,758,006        

3.   Number of shares outstanding after the change         0             

4.   Effective date of change       May 1, 1995                            

5.   Method of change       Bankruptcy Reorganization                   
Specify method (such as merger, acquisition, exchange, distribution, stock 
split, reverse split, acquisition of stock for treasury, etc.) (see attach-
ment hereto)     

6.   Give brief description of transaction  (see attachment hereto)            

II.  Change in Name of Issuer

1.   Name of prior to change             N/A                             

2.   Name after change                                                   

3.   Effective date of charter amendment changing name                   

4.   Date of shareholder approval of change, if required                 

May 10, 1995          /s/ Jeanette R. Peters, Senior Vice President & CFO      
   DATE                       OFFICER'S SIGNATURE AND TITLE


                             ATTACHMENT

     On September 5, 1993, Rose's Stores, Inc. (the "Company") filed a voluntary
Petition for Relief under Chapter 11, Title 11 of the United States Code with
the United States Bankruptcy Court for the Eastern District of North Carolina,
Raleigh Division (the "Court").  The Company's First Amended Joint Plan of 
Reorganization (the "Plan") was voted on and approved by the various classes
of creditors and equity holders, and an order was entered confirming the Plan
on December 14, 1994.  By order of the Court dated April 24, 1995, a Modified
and Restated First Amended Joint Plan of Reorganization (the "Modified Plan")
was approved.  On April 28, 1995, the Company, having successfully satisfied
all conditions precedent to emergence from bankruptcy as set forth in the Mod-
ified Plan, emerged from Chapter 11.

     Under the terms of the Modified Plan, all outstanding shares of Voting 
Common Stock and Non-Voting Class B Stock ("Old Stock") were cancelled as of
the close of business on April 28, 1995.  Holders of record as of April 28, 
1995 are entitled under the Modified Plan to receive in exchange for their 
Old Stock warrants (the "Warrants") to purchase shares of the new common 
stock of the Company (the "New Common Stock"). The Modified Plan provides 
that the New Common Stock is to be issued to the Company's pre-petition un-
secured creditors, in amounts and by distribution methods specified in
the Modified Plan.  On April 28, 1995, in accordance with the terms of the 
Modified Plan, 10,000,000 shares of New Common Stock and 4,285,714 Warrants 
were issued by the Company in the name of First Union National Bank of North
Carolina, serving in the capacities of escrow agent and warrant agent for the
distribution of the New Common Stock and Warrants.

     As of the date hereof, the New Common Stock and the Warrants have been reg-
istered under Section 12(g) of the Securities Exchange Act of 1934, as amended,
and are listed on NASDAQ under the symbols RSTOV and RSTWV, respectively.