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 and Exchange Act of 1934

        Date of Report (Date of earliest event reported) February 8, 2006




                              PIER 1 IMPORTS, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


              Delaware                         1-7832               75-1729843
              --------                         ------               ----------
  (State or other jurisdiction of    (Commission File Number)   (I.R.S. Employer
   incorporation or organization)                                Identification
                                                                    Number)




                    100 Pier 1 Place, Fort Worth, Texas 76102
- --------------------------------------------------------------------------------
          (Address of principal executive offices, including zip code)


                                  817-252-8000
- --------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)




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 8.01   Other Events

         In a press release issued on February 8, 2006, Pier 1 Imports, Inc.
         announced that it has priced $150 million of convertible senior notes
         due 2036 in a private offering. A copy of the press release is attached
         hereto as Exhibit 99.1, is incorporated herein by reference, and is
         hereby filed.



Item 9.01   Financial Statements, Pro Forma Financial Information and Exhibits

            (c) Exhibits.

            Exhibit No.       Description


            99.1              Press release dated February 8, 2006 issued by
                              Pier 1 Imports, 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.

                                        PIER 1 IMPORTS, INC.

Date:        February 9, 2006      By:  /s/ Michael A. Carter
           ------------------           ------------------------------
                                        Michael A. Carter, Senior Vice President
                                        and General Counsel, Secretary





                                  EXHIBIT INDEX



           Exhibit No.        Description


           99.1               Press release dated February 8, 2006 issued by
                              Pier 1 Imports, Inc.

EX-99.1

                                                                    Exhibit 99.1

Pier 1 Imports, Inc. Announces Completion of Senior Convertible Notes Offering

    FORT WORTH, Texas--(BUSINESS WIRE)--Feb. 8, 2006--Pier 1 Imports,
Inc. (NYSE:PIR) announced today that it has priced $150 million of
convertible senior notes due 2036 in a private offering. In addition,
the Company has granted the initial purchaser an option to purchase an
additional $15 million aggregate principal amount of notes to cover
over-allotments.
    The notes pay interest semiannually at a rate of 6.375% per year
until February 15, 2011, and will pay interest at a rate of 6.125% per
year thereafter. The notes will be convertible upon the occurrence of
specified events into a combination of cash and the Company's common
stock, at a conversion rate of 65.8328 shares of common stock per
$1,000 principal amount of notes (representing a conversion price of
approximately $15.19 per share). The notes are guaranteed by certain
of the Company's subsidiaries. Upon conversion, the Company will pay
cash equal to the lesser of the principal amount and the conversion
value of such notes, based upon a specified observation period, and,
if the conversion value exceeds the principal amount, shares of its
common stock with a value equal to such excess.
    The notes will mature on February 15, 2036. In addition, the notes
are redeemable at any time on or after February 15, 2011 at a price of
100% of the principal amount of notes to be redeemed plus accrued
interest. Holders of the notes will have the option to require the
Company to purchase the notes on February 15, 2011, 2016, 2021, 2026
and 2031, and in certain other circumstances, at a price equal to 100%
of the principal amount of notes to be purchased plus accrued
interest.
    In connection with the offering, the Company has entered into a
convertible note hedge transaction with an affiliate of the initial
purchaser of the notes to increase the effective conversion price to
$17.09 per share. This transaction will reduce the potential dilution
upon future conversion of the notes. In connection with the
transaction, the counterparty has advised the Company that it or its
affiliates has entered into simultaneously with pricing of the notes,
and may enter into shortly after pricing, various derivative
transactions with respect to the Company's common stock. In addition,
following pricing of the notes, the counterparty or its affiliates may
purchase or sell shares of the Company's common stock in secondary
market transactions, or enter into or unwind various derivative
transactions relating to the Company's common stock, in each case
including during the observation period relating to any conversion of
the notes.
    Closing of the sale of the notes is expected to be February 14,
2006. The Company intends to use a portion of the proceeds from the
offering to pay the cost of the convertible note hedge transaction
discussed above and intends to use the remainder to pay the expenses
of the offering and for general corporate purposes.
    The notes and the common stock issuable upon exchange of the notes
have not been registered under the Securities Act of 1933, as amended,
or applicable state securities laws, and may not be offered or sold in
the United States absent registration or an applicable exemption from
the registration requirements of the Securities Act and applicable
state securities laws. This press release shall not constitute an
offer to sell or a solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.

    CONTACT: Pier 1 Imports, Inc.
             Cary Turner, 817-252-8400