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 (Date of earliest event reported) June 16, 2008

Cost Plus, Inc.

(Exact Name of Registrant as Specified in Charter)

California	0-14970	94-1067973
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

200 4th  Street

Oakland, California 94607

(Address of Principal Executive Offices) (Zip Code)

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

Not Applicable

(Former Number, Former Address, If Changed Since Last Report)

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:

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

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

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

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

Item 8.01 Other Events

On June 16, 2008, Cost Plus, Inc. (the “Company”) issued a press release in connection with its response to Pier 1 Inc.'s non-binding, highly conditional and unsolicited proposal to acquire the Company in a stock-for-stock transaction.  A copy of the press release is furnished as an exhibit to this Form 8−K and is incorporated herein by this reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release of Cost Plus, Inc. dated June 16, 2008.

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/ Jane L. Baughman
	Jane L. Baughman,
	Executive Vice President and Chief Financial Officer

Dated: June 16, 2008

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of Cost Plus, Inc. dated June 16, 2008.

EX-99.1

Exhibit 99.1

COST PLUS REJECTS PIER 1’S UNSOLICITED PROPOSAL

OAKLAND, Calif. – June 16, 2008 – Cost Plus, Inc. (NASDAQ: CPWM) today announced that its Board of Directors has unanimously rejected the Pier 1 Imports, Inc. (NYSE: PIR) unsolicited stock-for-stock merger proposal it received on June 6, 2008.

After careful consideration of Pier 1’s highly conditional proposal, and in consultation with its legal and financial advisors, Cost Plus’ Board of Directors has unanimously determined that Pier 1’s proposal is not in the best interests of Cost Plus and its shareholders.

The Board’s response to the proposal was communicated to Pier 1 in the following letter:

June 16, 2008

Mr. Alexander W. Smith

President and Chief Executive Officer

Mr. Tom M. Thomas

Chairman of the Board

Pier 1 Imports, Inc.

100 Pier 1 Place

Fort Worth, TX 76102

Dear Messrs Smith and Thomas:

Our Board of Directors has met to consider the unsolicited proposal it received from Pier 1 on June 6, 2008 to acquire all of the outstanding shares of common stock of Cost Plus.  After careful consideration, and in consultation with our legal and financial advisors, our Board has unanimously determined that Pier 1’s proposal is not in the best interests of Cost Plus and its shareholders.

Our experienced management team, led by our Chief Executive Officer Barry J. Feld and supported by our dedicated and enthusiastic employees, is committed to delivering sustainable long-term growth and profitability.  We believe that our strategic plan, which is yielding positive results, will provide Cost Plus shareholders with superior and compelling long-term value as an independent company.  Despite your statements to the contrary, Cost Plus has significant liquidity to pursue its business objectives and to deliver improvement in our core business metrics.

Your proposal to combine our operations is not attractive from either a financial or a strategic perspective.  It is both distracting and ill-timed given the difficult retail environment and the progress we have made investing in and improving our business.  We believe that our shareholders want us to remain focused on our business and provide superior operational execution.

It is therefore the Board’s strong and unanimous belief that Cost Plus shareholders will be best served if the Company remains independent and continues the execution of its business plan.

Sincerely,

BOARD OF DIRECTORS

By:	/s/ Fredric M. Roberts
	Fredric M. Roberts
	Chairman of the Board of Directors

About Cost Plus, Inc.:

Cost Plus, Inc. is a leading specialty retailer of casual home living and entertaining products. As of today, the Company operates 296 stores in 33 states.

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Forward-Looking Statement:

Some of the above statements are "forward-looking statements" that are based on current expectations and are 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: changes in economic conditions that affect consumer spending; changes in the competitive environment; interruptions in the flow of merchandise; changes in the cost of goods and services purchased including fuel, transportation and insurance; a material unfavorable outcome with respect to litigation, claims and assessments; the effects associated with terrorist acts; and changes in accounting rules and regulations.  The Company may experience additional or enhanced risks and uncertainties as a result of Pier 1’s unsolicited proposal to acquire the Company.  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:

Dan Gagnier/Lesley Bogdanow

Sard Verbinnen & Co

212-687-8080