8-K

UNITED STATES

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: February 3, 2005

(Date of Earliest Event Reported)

Cost Plus, Inc.

(Exact name of Registrant as specified in its charter)

California	0-14970	94-1067973
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

200 4^th Street

Oakland, California 94607

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (510) 893-7300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On February 3, 2005, Cost Plus, Inc. issued a press release regarding its fourth quarter sales and same store sales data in which it also reaffirmed earnings guidance for the fourth quarter. A copy of the press release is attached as Exhibit 99.1 hereto.

Pursuant to General Instruction B.2 of Form 8-K, the press release attached as Exhibit 99.1 is not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, but is instead furnished for purposes of that instruction.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits.

Exhibit Number	Description
99.1	Press Release of Cost Plus, Inc. dated February 3, 2005.

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 thereunto duly authorized.

COST PLUS, INC
By:	/s/ John J. Luttrell
	John J. Luttrell
	Executive Vice President and Chief Financial Officer (Principal Accounting Officer)

Dated: February 4, 2005

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of Cost Plus, Inc. dated February 3, 2005.

EX-99.1

Exhibit 99.1

COST PLUS, INC. ANNOUNCES SALES FOR THE FOURTH QUARTER AND FISCAL YEAR

Oakland, CA – February 3, 2005 — Cost Plus, Inc. (Nasdaq:CPWM) announced total sales for the fourth quarter ended January 29, 2005 were $342.9 million, a 9.7% increase from $312.6 million for the fourth quarter ended January 31, 2004. Total sales for the full fiscal year were $908.6 million, a 13.3% increase from $801.6 million for fiscal 2003.

Same store sales for the fourth quarter decreased 1.3%, on top of a 3.1% increase for the fourth quarter of fiscal 2003. For the full year, same store sales increased 0.9% following a 2.7% increase last year.

The Company also reaffirmed guidance provided on January 6, 2005, wherein it estimated earnings of $1.06 per diluted share for the fourth quarter of fiscal 2004.

Murray Dashe, Chairman, President and CEO indicated: “In January we successfully sold through our residual holiday inventory, and we look forward to entering the new fiscal year with clean inventories and a strong spring product offering.”

The Company will release its fourth quarter and fiscal year end results on March 17, 2005 which will be followed by a conference call at 8:00 a.m. PST. It will be held in a “listen-only” mode for all participants other than the sell-side and buy-side investment professionals who regularly follow the Company. Phone numbers for the call are (415) 908-6247 or (212) 346-6540. Callers are advised to dial in approximately 15 minutes prior to the scheduled start time. A telephonic replay will be available at (402) 977-9140, Access Code: 21231645, from 10:00 a.m. PST Thursday to 10:00 a.m. PST on Friday, March 18, 2005. Investors may also access the live call or the replay over the internet at www.streetevents.com; www.fulldisclosure.com and www.worldmarket.com. The replay will be available approximately one hour after the live call concludes.

Cost Plus, Inc. is a leading specialty retailer of casual home living and entertaining products. As of January 29, 2005, the Company operated 237 stores in 30 states compared to 204 stores in 26 states as of January 31, 2004.

The above statements relating to anticipated financial results for the fourth quarter and fiscal year 2005 beginning inventories are “forward-looking statements” that are based on current expectations and are subject to various risks and uncertainties that could cause actual results to differ materially from those forecasted. Such risk factors include, but are not limited to, determination of the ultimate effect of the rate of seasonal and other markdowns and the mix of sales for the fourth quarter, the results of the Company’s physical inventory, changes in accounting rules and regulations, adjustments identified in closing the Company’s books and accounting records for the year and year-end audit adjustments. Please refer to documents on file with the Securities and Exchange Commission for a more detailed discussion of the Company’s risk factors. The Company does not undertake any obligation to update its forward-looking statements.

Contact:	Murray Dashe
	(510) 893-7300
	Or
	John Luttrell
	(510) 808-9119

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