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: May 5, 2006

(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 May 5, 2006, Cost Plus, Inc. issued a press release regarding its first quarter sales and same store sales data. 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

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release of Cost Plus, Inc. dated May 5, 2006.

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/ Thomas D. Willardson
	Thomas D. Willardson, Executive Vice President and Chief Financial Officer

Dated: May 5, 2006

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of Cost Plus, Inc. dated May 5, 2006.

EX-99.1

Exhibit 99.1

COST PLUS, INC. ANNOUNCES SALES FOR THE FIRST QUARTER OF FISCAL 2006

Oakland, CA – May 5, 2006 — Cost Plus, Inc. (Nasdaq:CPWM) announced total revenue for the first quarter ended April 29, 2006 was $213.0 million, a 6.5% increase from $200.0 million for the first quarter ended April 30, 2005, and $2.0 million below the low end of its prior guidance. Same store sales for the first quarter decreased 4.3%, compared to a 1.9% decrease for the first quarter of fiscal 2005.

Barry Feld, President and CEO, commented: “Our first quarter sales results were mixed. Consumables grew at a faster rate than Home Furnishings, increasing its penetration by approximately 170 basis points over last year due to a longer Easter selling season and strong performance in the Savories, Snacks and Beverage categories. Sales in Home Furnishings fell below projections, primarily as a result of poor sell- through in Upholstered Furniture, Outdoor Furniture, Textiles and Glassware. However, there were areas that performed well including Dining Furniture, Jewelry & Accessories, Kitchen, Candles, Framed Art, Toys and our Easter merchandise.”

The Company will release its first quarter results after market close on May 18, 2006 and will host a conference call at 1:30 p.m. PT. It will be 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) 537-1986 or (212) 676-5360. Callers should dial in approximately 15 minutes prior to the scheduled start time. A telephonic replay will be available at (402) 977-9140, Access Code: 21291636, from 3:30 p.m. PT Thursday to 3:30 p.m. PT on Friday, May 19, 2006. 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 April 29, 2006, the Company operated 272 stores in 34 states compared to 238 stores in 30 states as of April 30, 2005.

Contact:

Tom Willardson

(510) 808-9119