EXHIBIT 10.15.2

                  AMENDMENT TO EMPLOYMENT SEVERANCE AGREEMENT


     THIS FIRST AMENDMENT, dated as of March 29, 2001 (the "Amendment"), to the
Employment Severance Agreement, dated July 22, 1999, between Cost Plus, Inc., a
California corporation, and Gary Weatherford (the "Employee") (the "Employment
Agreement").

                             W I T N E S S E T H :
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     WHEREAS, the parties hereto desire to amend certain provisions of the
Employment Agreement as provided herein;

     NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein, and for other valuable consideration the receipt of which is
hereby acknowledged, the parties hereto hereby agree as follows:

     1. Amendment of Section.  Section 3(a) and 3(b) of the Employment Agreement
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     are hereby amended in their entirety to read as follows:

        3. Severance Benefits.
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           (a) Benefits upon Termination. Except as provided in Section 3(b), if
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        the Executive's employment terminates as a result of Involuntary
        Termination prior to June 15, 2002 and the Executive signs a Release of
        Claims, then the Company shall pay Executive's Base Compensation to the
        Executive for nine (9) months from the Termination Date with each
        monthly installment payable on the last day of such month. Executive
        shall not be entitled to receive any payments if Executive voluntarily
        terminates employment other than as a result of an Involuntary
        Termination.

           (b) Benefits upon Termination After a Change of Control. If after a
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        Change of Control the Executive's employment terminates as a result of
        Involuntary Termination prior to June 15, 2002 and the Executive signs a
        Release of Claims, then the Company shall pay Executive's Base
        Compensation to the Executive for twelve (12) months from the
        Termination Date with each monthly installment payable on the last day
        of such month. Executive shall not be entitled to receive any payments
        if Executive voluntarily terminates employment other than as a result of
        an Involuntary Termination.


     2. Counterparts.  This Amendment may be signed in any number of
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counterparts, all of which counterparts, taken together, shall constitute one
and the same instrument.

     3. Governing Law.  This Amendment and the rights and obligations of the
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parties hereto shall be governed by, and constructed and interpreted in
accordance with, the law of the State of California.


     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.


                              COST PLUS, INC.

                              By: /s/ M. Dashe
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                                    Name: M. Dashe
                                    Title: CEO



                              GARY WEATHERFORD

                              /s/  Gary Weatherford
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            SIGNATURE PAGE OF AMENDMENT TO THE EMPLOYMENT AGREEMENT

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