8-K

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 (date of earliest event reported): August 7, 2003

Cost Plus, Inc.

(Exact name of registrant as specified in its charter)

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

200 Fourth Street, Oakland, California	94607
(Address of principal executive offices)	(Zip Code)

(510) 893-7300

Registrant’s telephone number, including area code:

ITEM 7.    FINANCIAL STATEMENTS AND EXHIBITS

(c) List of Exhibits

                99.1 Press Release dated August 7, 2003 furnished (and not filed) pursuant to Item 12 of Form 8-K.

ITEM 12.    RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On August 7, 2003, Cost Plus, Inc. issued a press release regarding its second quarter sales and same-store sales data and endorsed its second quarter earnings guidance. A copy of the press release is furnished (and shall not be deemed filed) in accordance with the General Instructions to Form 8-K as Exhibit 99.1 hereto.

SIGNATURE

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 Senior Vice President and Chief Financial Officer

Date: August 11, 2003

EX-99.1

Exhibit 99.1

COST PLUS, INC. ANNOUNCES SECOND QUARTER COMPARABLE STORE SALES UP 3.4%

Oakland, CA–August 7, 2003 – Cost Plus, Inc. (Nasdaq: CPWM) announced today that same store sales for the second quarter increased 3.4% on top of a 6.1% increase for the second quarter of fiscal 2002. Year-to-date, same store sales increased 3.2% on top of a 5.0% increase for the same period last year.

Total sales for the second quarter ended August 2, 2003 were $159.8 million, a 15.5% increase over $138.3 million for the same quarter last year. Year-to-date, total sales were $319.0 million, a 17.0% increase over the $272.7 million in the first two quarters of fiscal 2002.

The Company endorsed today its previous guidance of $0.12 in net income per fully diluted share for the quarter versus the $0.10 reported for the second quarter last year.

Murray Dashe, Chairman, President and CEO, stated, “The same store sales increase we report today is measurably ahead of the consensus estimate which called for a 2.7% increase. We experienced continuing solid sales performance in the home furnishings categories and seasonal merchandise. Geographically, we noted consistent performance throughout most markets with some softness only in areas of North Carolina and the San Francisco Bay Area where there are local economic issues. In view of the difficult times retailers are experiencing and the challenging comparisons we faced from last year, we are satisfied with the overall strength of our business.”

During the quarter, the Company opened seven stores, as previously forecasted, one store each in Walnut Creek, CA; Independence, MO; Richmond, VA; Houston, TX; Chico, CA and two stores in Atlanta, GA. Thus far this year the Company has opened 13 stores expanding into new markets including Colorado Springs, CO; Richmond, VA and Chico, CA.

The Company’s second quarter earnings conference call will be August 21, 2003 at 8:00 a.m. PDT. 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) 537-1833 or (212) 346-6381. 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: 21156049, from 10:00 a.m. PDT Thursday to 10:00 p.m. PDT on Friday, August 22. Investors may also access the live call or the replay over the internet at www.streetevents.com, www.companyboardroom.com and www.costplus.com. The replay will be available approximately 30 minutes after the live call concludes.

Cost Plus, Inc. is a leading specialty retailer of casual home furnishings and entertaining products. As of August 2, 2003, the Company operated 187 stores in 23 states compared to 163 stores in 22 states at the same time last year.

The above statement related to anticipated quarterly financial results for fiscal 2003 is a “forward-looking statement” which is based on current expectations and is subject to various risks and uncertainties, which could cause actual results to differ materially from those forecasted. Such risk factors include, but are not limited to adjustments and entries made in the process of closing the Company’s books and reconciling its accounting records. 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