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 8, 2007

(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 8, 2007, Cost Plus, Inc. issued a press release regarding its fourth 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 February 8, 2007.

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: February 8, 2007

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of Cost Plus, Inc. dated February 8, 2007.

EX-99.1

Exhibit 99.1

Cost Plus, Inc. Announces Sales for Fourth Quarter of Fiscal 2006

OAKLAND, Calif.—(BUSINESS WIRE)—Feb. 8, 2007—Cost Plus, Inc. (Nasdaq:CPWM - News) announced that total revenue for the fourteen-week fourth quarter ended February 3, 2007 was $396.7 million, an 8.1% increase from $367.0 million for the thirteen-week fourth quarter ended January 28, 2006. Same store sales for the fourth quarter decreased 3.9%, compared to a 2.1% decrease for the fourth quarter of fiscal 2005. Total revenue for the fifty-three week fiscal year 2006 was $1.04 billion, a 7.2% increase from $970.4 million for the fifty-two week fiscal year 2005. For the year, same store sales decreased 3.3% compared to a 2.6% decrease in fiscal 2005. Consistent with the National Retail Federation reporting calendar, fiscal 2006 was a fifty-three week year for the Company.

Barry Feld, President and CEO, commented: “Despite a challenging quarter for many companies in the home furnishings sector, we achieved an 8.1% increase in total revenue and were within our sales guidance range. In January, the company celebrated an important milestone of achieving the billion dollar revenue mark. We were pleased with the improved sell-through rate of our holiday merchandise by December 25 compared to last year. As a result, our semi-annual clearance event in January included less holiday merchandise than last year. Sales of certain home décor merchandise categories were below plan for the quarter, and we took the necessary markdowns in January to clear the product. As I have said in previous conference calls, our customers expect an ever-changing selection of unique and authentic products from around the world and we will take timely markdowns to clear slow moving merchandise in order to make room for new arrivals.”

The Company will release its fourth quarter results after market close on March 22, 2007 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. The toll-free phone number for the call is 800-901-5231 and the access code is 39184141. Callers should dial in approximately 15 minutes prior to the scheduled start time. A telephonic replay will be available at 888-286-8010, Access Code: 87237570, from 4:30 p.m. PT Thursday to 4:30 p.m. PT on Thursday, March 29, 2007. 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 two hours after the live call concludes.

Cost Plus, Inc. is a leading specialty retailer of casual home living and entertaining products. As of February 3, 2007, the Company operated 287 stores in 34 states compared to 267 stores in 34 states as of January 28, 2006.

Contact:

Cost Plus, Inc.

Tom Willardson, 510-808-9119