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) :  June 26, 1997





                       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

     The Corporation's Annual Meeting of Stockholders was held on
June 26, 1997.  At the meeting, all proposals set forth in the
proxy statement relating to such meeting were approved on the
following votes:

     (1)  The following nominees for director were elected by the
          number of votes indicated below.

     Name           For            Against             Withheld

R. Edward Anderson  5,839,613         0                94,477
J. David Rosenberg  5,838,213         0                95,877

     There were no abstentions or broker non-votes.  The terms of
the following additional directors continued after the meeting: 
Jack L. Howard, Warren G. Lichtenstein, Joseph L. Mullen, Harold
Smith and N. Hunter Wyche, Jr.

     (2)  The resolution to amend the Corporation's Certificate
          of Incorporation to restrict certain transfers of the
          Corporation's securities in order to help assure that
          the Corporation's substantial tax benefits (in the form
          of net operating loss carry forwards) will continue to
          be available to offset future taxable income was
          approved by a vote of 3,884,338 shares voting in favor
          of, and 72,939 shares voting against the resolution,
          with 32,831 abstentions and 1,943,982 broker non-votes. 
          The amendment is set forth as Exhibit A to the
          Corporation's Proxy Statement, dated May 23, 1997 (the
          "Amendment") to which reference is made.  This brief
          summary is qualified in its entirety by reference to
          the full text of the proposed transfer restrictions as
          set forth therein (the "Transfer Restrictions").  The
          Transfer Restrictions restrict any direct or indirect
          transfer of stock of the Corporation (including the
          common stock, no par value of the Corporation and any
          other equity security treated as "stock" under Section
          382 of the Internal Revenue Code of 1986, as amended)
          if the effect would be to increase the ownership of
          stock by any person to 4.9% or more of the
          Corporation's stock, or would increase the percentage
          of stock owned by a person owning 4.9% or more of the
          Corporation's stock.  Transfers included under the
          Transfer Restrictions include sales to persons whose
          resulting percentage would exceed the thresholds
          discussed above, or to persons whose ownership of
          shares would by attribution cause another person to
          exceed such thresholds.  Numerous rules of attribution,
          aggregation and calculation prescribed under the Code
          (and related regulations) will be applied in
          determining whether the 4.9% threshold has been met and
          whether a group of less than 4.9% stockholders will be
          treated as a "public group" that is a 5% stockholder
          under Section 382.  The Transfer Restrictions will not,
          however, be applicable to the stock owned by any
          existing 5 percent stockholder (within the meaning of
          Section 382), other than any direct public group, as of
          the date the Transfer Restrictions became effective and
          do not apply to sales of stock in the market by less
          than 4.9% stockholders to persons who, taking the
          purchase into account, own less than 4.9% of the
          Corporation's stock.  Generally, the Transfer
          Restrictions will be imposed only with respect to the
          amount of the Corporation's stock (or options with
          respect to the Corporation's stock) purportedly
          transferred in excess of the threshold established in
          the Transfer Restrictions.  However, the restrictions
          will not prevent a transfer if the purported transferee
          obtains the approval of the Board of Directors, which
          approval may be granted or withheld in certain
          circumstances as more fully described in the Amendment. 
          All certificates representing the Corporation's stock,
          including stock to be issued in the future, will bear a
          legend providing that the transfer of the stock is
          subject to restrictions.  The Board of Directors
          intends to issue instructions or to make arrangements
          with the Corporation's transfer agent to implement the
          Transfer Restrictions.  The Transfer Restrictions
          provide that the transfer agent will not record any
          transfer of the Corporation's stock purportedly
          transferred in excess of the threshold established in
          the Transfer Restrictions.  These provisions may result
          in the delay or refusal of certain requested transfers
          of the Corporation's stock.  Any direct or indirect
          transfer of stock attempted in violation of the
          restrictions will be void ab initio as to the purported
          transferee, and the purported transferee will not be
          recognized as the owner of the shares owned in
          violation of the restrictions for any purpose,
          including for purposes of voting and receiving
          dividends or other distributions in respect of such
          stock, or in the case of options, receiving stock in
          respect of their exercise.  

     (3)  The resolution to approve the Long Term Stock Incentive
          Plan, substantially in the form set forth as Exhibit B
          to the Corporation's Proxy Statement, dated May 23,
          1997, providing for, among other things, the granting
          to employees and directors of, and consultants to, the
          Corporation of certain stock-based incentives and other
          equity interests in the Corporation, was approved by a
          vote of 3,574,375 shares voting in favor of, and
          472,352 shares voting against the resolution, with
          87,981 abstentions and 1,799,382 broker non-votes.

     (4)  The resolution to confirm the appointment of KPMG Peat
          Marwick LLP as the Corporation's independent certified
          public accountants for the current year was approved by
          a vote of 5,876,724 shares voting in favor of, and
          8,614 shares voting against the resolution, with 48,752
          abstentions and no broker non-votes.

The total number of shares of the common stock, no par value, of
the Corporation which were issued, outstanding and entitled to
vote at the meeting was 8,573,289.


                            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:  July 15, 1997          By:/s/ Jeanette R. Peters
                                  Jeanette R. Peters
                                  Senior Vice President,
                                  Chief Financial Officer
                                  and Treasurer