<PAGE>

               UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                   FORM 10-K

(Mark One)
       [X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
               OF THE SECURITIES EXCHANGE ACT OF 1934

               For the fiscal year ended February 3, 2001
                                      OR
       [ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
               OF THE SECURITIES EXCHANGE ACT OF 1934

               For the transition period from ___________ to ___________.

                        Commission file number 0-14970
                                COST PLUS, INC.
            (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                          <C>
            California                                                  94-1067973
(State or other jurisdiction of                             (I.R.S. Employer Identification No.)
 incorporation or organization)

          200 4th Street                                                  94607
       Oakland, California                                             (Zip Code)
(Address of principal executive offices)

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

  Securities registered pursuant to                                       None
      Section 12(b) of the Act:

  Securities registered pursuant to                             Common Stock, $.01 par value
      Section 12(g) of the Act:                                Preferred Share Purchase Rights
</TABLE>

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes  X   No
    ---     ---

     Indicate by check mark if disclosure of delinquent filer pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  X
           ---

     The aggregate market value of voting stock held by non-affiliates of the
registrant on March 30, 2001 was approximately $487,214,000 based upon the last
sale price reported for such date on the Nasdaq National Market. On that date,
21,125,854 shares of Common Stock, $.01 par value, were outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the Registrant's Annual Report to Shareholders for the fiscal
year ended February 3, 2001 ("Annual Report") are incorporated by reference into
Part II and Part IV.

     Portions of the Registrant's Proxy Statement for the Annual Meeting of
Shareholders to be held June 26, 2001 ("Proxy Statement") are incorporated by
reference into Part III.
<PAGE>

     This Form 10-K, including the documents incorporated by reference herein,
contains forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended, including statements that include
the words "believes," "expects" or "anticipates ," or similar expressions. The
Company may also make additional written and oral forward-looking statements
from time to time. Actual results may differ materially from those discussed in
such forward-looking statements due to a number of factors including those set
forth below and elsewhere in this Form 10-K and in documents which are
incorporated by reference herein. The Company does not undertake to update any
forward-looking statement that may be made from time to time by or on behalf of
the Company.

                                    PART I

ITEM 1.   BUSINESS

The Company

     Cost Plus, Inc. ("Cost Plus World Market" or "the Company") is a leading
specialty retailer of casual home furnishings and entertaining products. As of
February 3, 2001, the Company operated 127 stores under the name "World Market,"
"Cost Plus World Market," "Cost Plus" or "Cost Plus Imports" in 19 states,
primarily in the Western United States, but with stores as far east as Georgia,
North Carolina and Virginia. Cost Plus World Market's business strategy is to
differentiate itself by offering a large and ever-changing selection of unique
products, many of which are imported, at competitive prices in an exciting
shopping environment. Many of Cost Plus World Market's products are proprietary
or private label, often incorporating the Company's own designs, "World Market"
brand name, quality standards and specifications, and typically are not
available at department stores and other specialty retailers.

     Cost Plus World Market's expansion strategy is to open stores primarily in
metropolitan and suburban markets that can support multiple stores and enable
the Company to achieve advertising, distribution and operating efficiencies. The
Company may also selectively enter mid-size markets which can support one or two
stores that the Company believes can meet its profitability criteria. The
Company's stores are located predominantly in high traffic metropolitan and
suburban locales, often near major malls. In fiscal 2000, the Company opened a
total of 24 stores, including fourteen in existing markets of Chicago,
Cleveland, Columbus, Dallas/Fort Worth, Los Angeles, Phoenix, Portland, and San
Antonio, and ten in new markets of Atlanta, Charlotte, Raleigh, San Luis Obispo,
Santa Fe, Temecula and Northern Virginia.

Merchandising

     Cost Plus World Market's merchandising strategy is to offer customers a
broad selection of distinctive items related to the theme of casual home
furnishing and home entertaining.

     Products. The Company believes its distinctive and unique merchandise
differentiates the Company from other retailers. Many of Cost Plus World
Market's products are proprietary or private label, often incorporating the
Company's own designs, "World Market" brand name, quality standards and
specifications and typically are not available at department stores and other
specialty retailers. In addition to strengthening the stores' product offering,
proprietary and private label goods typically offer higher gross margin
opportunities than branded goods. A significant portion of Cost Plus World
Market's products are made abroad in approximately 70 countries and many of
these goods are handcrafted by local artisans.

     The Company's product offerings are designed to provide solutions to
customers' casual living and home entertaining needs. The offerings include home
decorating items such as furniture, rugs, pillows, lamps, window coverings,
frames and baskets. Cost Plus World Market's furniture products include
ready-to-assemble living and dining room pieces, unusual handcrafted case goods
and occasional pieces, as well as outdoor furniture made from a variety of
materials such as rattan, hardwood and wrought iron. The Company also sells a
number of tabletop and kitchen items including glassware, ceramics, textiles and
cooking utensils. Kitchen products offer the casual gourmet an assortment of
products organized around a variety of themes such as baking, food preparation,
barbeque and international dining.

     Cost Plus World Market offers a number of gift and decorative accessories,
including collectibles, cards, wrapping paper and Christmas and other seasonal
items. Because many of the gift and collectible items come from around the
world, they contribute to the exotic atmosphere of the stores.

     Cost Plus World Market also offers its customers a wide selection of
gourmet foods and beverages, including wine, microbrewed and imported beer,
coffee, tea and mineral water. The wine assortment offers a number of moderately
priced premium wines, including a variety of well recognized labels, as well as
wines not readily available at neighborhood wine or grocery stores. Consumable
products, particularly beverages, generally have lower margins than the
Company's average. Coffee, roasted at the Company's own roasting plant, is sold
over-the-counter from bulk containers. Gourmet foods include packaged products
from around the world and seasonal items that relate to "old world" holidays and
customs. Packaged
<PAGE>

snacks, candy and pasta are displayed in open barrels and crates. All food items
typically have a shelf life of six months or longer.

     The Company replaces or updates many of the items in its merchandise
assortment on a regular basis in order to encourage repeat shopping and to
promote a sense of discovery. The Company regularly marks down and eliminates
items that do not meet its turnover expectations.

     Format and Presentation. The Company's stores are designed to evoke the
feeling of a "world marketplace" through colorful and creative visual displays
and merchandise presentations, including goods in open barrels and crates,
groupings of related products in distinct "shops" within the store and in-store
activities such as cooking demonstrations and food and coffee tastings. The
Company believes that its "world marketplace" effect provides customers with a
fun shopping experience and encourages browsing throughout the store.

     The average selling space of a Cost Plus World Market store is
approximately 16,000 square feet, which allows flexibility for merchandise
displays, product adjacencies and directed traffic patterns. Complementary
products are positioned in proximity to one another and cross merchandising
themes are used in merchandise displays to tie different product offerings
together. The unobstructed floor plan allows the customer to see virtually all
of the different product areas in a Cost Plus World Market store from the
entrance. The "power" aisle, where bulk displays highlight sharply priced items,
leads the customer through the store into the different product areas. The
Company uses a "swing" area near the front of the store to group seasonal
products in themes, such as Christmas and Easter. Store signage, including
permanent as well as promotional signs, is developed by the Company's in-house
graphic design department. End caps, bulk stacks and free standing displays are
changed frequently.

     The Cost Plus World Market store format is also designed to reinforce the
Company's value image through exposed ceilings, concrete floors, simple wooden
fixtures and open or bulk presentations of merchandise. The Company displays
most of its inventory on the selling floor and makes effective use of vertical
space, for example, a display of chairs arranged on a wall and rugs hanging
vertically from racks.

     The Company believes that its customers usually visit a Cost Plus World
Market store as a destination with a specific purchase in mind. The Company also
believes that once in the store, its customers often spend additional time
shopping and browsing and purchasing more items than they originally intended.

     Pricing. Cost Plus World Market offers quality products at competitive
prices. The Company complements its competitive everyday prices with
opportunistic buys, enabling the Company to pass on additional savings to the
customer. The Company routinely shops a variety of retailers to ensure that its
products are competitively priced.

     Planning and Buying. Cost Plus World Market effectively manages a large
number of products by utilizing centralized merchandise planning, tracking and
replenishment systems. The Company regularly monitors merchandise activity at
the item level through its management information systems to identify and
respond to product trends. The Company maintains its own central buying staff
which is responsible for establishing the assortment of inventory within its
merchandise classifications each season, including integrating trends or themes
identified by the Company into its different product categories. The Company
attempts to moderate the risk associated with merchandise purchasing by testing
selected new products in a limited number of stores. The Company's long-standing
relationships with overseas suppliers, its international buying agency network
and its knowledge of the import process facilitate the planning and buying
process. The buyers work closely with suppliers to develop unique products that
will meet customers' expectations for quality and value. The Company's buyers
communicate with district and store managers and use the management information
systems to tailor the merchandise mix of individual stores to regional
conditions and to better ensure that in-stock availability will be maintained in
accordance with the specific requirements of each store.

Advertising

     The Company advertises primarily through promotional ads in major daily
newspapers and on radio and television. The Company's approach is to regionalize
its advertising and use the most efficient media mix within a geographic area.
The Company uses four to sixteen page full color tabloids and color or black and
white newspaper advertisements in selected markets to highlight product
offerings and selected promotions. Radio and television media is often used for
seasonal advertising, such as Christmas. For store grand openings, the Company
uses a combination of newspaper and radio.
<PAGE>

Product Sourcing and Distribution

     The Company purchases most of its inventory through its central purchasing
system, which allows the Company to take advantage of volume purchase discounts
and improve controls over inventory and product mix. The Company purchases its
merchandise from over 1,700 suppliers and no supplier represented over 4% of
total purchases in the fiscal year ended February 3, 2001. A significant portion
of Cost Plus World Market's products are made abroad in approximately 70
countries in Europe, North and South America, Asia, Africa and Australia. The
Company has established a well developed overseas sourcing network and enjoys
long standing relationships with many of its vendors. As is customary in the
industry, the Company does not have long-term contracts with any suppliers. The
Company's buyers often work with suppliers to produce unique products exclusive
to Cost Plus World Market. The Company believes that, although there could be
delays in changing suppliers, alternate sources of merchandise for core product
categories are available at comparable prices. Cost Plus World Market typically
purchases overseas products on a free-on-board shipping point basis, and the
Company's insurance on such goods commences at the time it takes ownership. The
Company also purchases a number of domestic products, especially in the gourmet
food and beverage area. Due to state regulations, wine and beer are purchased
from local distributors, with purchasing controlled by the Corporate buying
office.

     The Company currently services all of its stores from its distribution
center in Stockton, California. Domestically sourced merchandise is usually
delivered to the distribution center by common carrier or by Company trucks. Any
significant interruption in the operation of this facility would have a material
adverse effect on the Company's financial position and results of operations. In
December 2000, the Company closed its 100,000 square foot satellite distribution
center in Peru, Indiana. In mid-year 2002, the Company expects to open a 500,000
square foot full-service distribution center in Isle of Wight County, Virginia.
The Company believes that its Stockton, California distribution center will be
able to handle, or can be upgraded to handle, the Company's store expansion
plans until the Virginia distribution center becomes fully operational.

Management Information Systems

     Each of the Company's stores is linked to the Cost Plus World Market
headquarters in Oakland, California through a point-of-sale system that
interfaces with an IBM AS/400 computer. The Company's information systems keep
records, which are updated daily, of each merchandise item sold in each store,
as well as financial, sales and inventory information. The point-of-sale system
also has scanning, "price-look-up" and on-line credit/debit card approval
capabilities, all of which improve transaction accuracy, speed checkout time and
increase overall store efficiency. The Company continually upgrades its in-store
information systems to improve information flow to store management and enhance
other in-store administration capabilities.

     Purchasing operations are facilitated by the use of computerized
merchandise information systems which allow the Company to analyze product sell-
through and assist the buyers in making merchandise decisions. The Company's
central replenishment system includes SKU/store-specific, individualized
inventory "model stock" logic which enables the Company to maintain adequate
stock levels on basic goods, in each location. The Company believes its
centralized purchasing system has helped it to reduce in-store inventory levels
and improve in-stock conditions.

     The Company uses several other customized management information and
control systems to direct the Company's operations and finances. These
computerized systems are designed to ensure the integrity of the Company's
inventory, allow the merchandising staff to reprice merchandise, process
payroll, pay bills, control cash, maintain fixed assets and track promotions,
throughout all of the Company's stores. The Company's distribution operations
use systems to receive, locate, pick and ship inventory to stores. The Company
believes that these systems allow for higher operating efficiency and improve
profitability.

     Additional systems also enable the Company to produce the periodic
financial reports necessary for developing budgets and monitoring individual
store and consolidated Company performance. The Company believes that its
current management information system is upgradable to support the Company's
planned expansion for the foreseeable future.

Competition

     The markets served by the Company are highly competitive. The Company
competes against a diverse group of retailers ranging from specialty stores to
department stores and discounters. The Company's product offerings compete with
such specialty retailers as Bed, Bath & Beyond, Linens n' Things, Crate &
Barrel, Pottery Barn, Michaels Stores, Pier 1 Imports, Trader Joe's and
Williams-Sonoma. Specialty retailers tend to have higher prices and a more
narrow assortment of products
<PAGE>

than Cost Plus World Market. Department stores typically have higher prices than
Cost Plus World Market for similar merchandise. Discounters may have lower
prices than Cost Plus World Market, but the product assortment is generally more
limited. The Company competes with these and other retailers for customers,
suitable retail locations and qualified management personnel.

Employees

     As of February 3, 2001, the Company had 1,668 full-time and 2,092 part-time
employees. Of these, 3,165 were employed in the Company's stores and 595 were
employed in the distribution center and corporate office. The Company regularly
supplements its work force with temporary staff, especially in the fourth
quarter of each year, to service increased customer traffic during the peak
Christmas season. Employees in 13 stores in Northern California are covered by a
collective bargaining agreement which expires on May 31, 2003. The Company
believes that it enjoys good relationships with its employees.

Trademarks

     The Company regards its trademarks and service marks as having significant
value and as being important to its marketing efforts. The Company has
registered its "Cost Plus," "Cost Plus World Market," "Crossroads," "World
Market," "Electric Reindeer" and "Where you can afford to be different" marks
and its "Cost Plus World Market" and "World Market" logos with the United States
Patent and Trademark Office on the Principal Register. The Company has also
secured California state registration of its "Crossroads" trademark. The
Company's policy is to pursue prompt and broad registration of its marks and to
vigorously oppose infringement of its marks.

Risk Factors

     Seasonality and Quarterly Fluctuations. The Company's business is highly
seasonal, reflecting the general pattern associated with the retail industry of
peak sales and earnings during the Christmas season. Due to the importance of
the Christmas selling season, the fourth quarter of each fiscal year has
historically contributed, and the Company expects it will continue to
contribute, a disproportionate percentage of the Company's net sales and most of
its net income for the entire fiscal year. Any factors negatively affecting the
Company during the Christmas selling season in any year, including unfavorable
economic conditions, could have a material adverse effect on the Company's
financial condition and results of operations. The Company generally experiences
lower sales and earnings during the first three quarters and, as is typical in
the retail industry, may incur losses in these quarters. The results of
operations for these interim periods are not necessarily indicative of the
results for a full fiscal year. In addition, the Company makes decisions
regarding merchandise well in advance of the season in which it will be sold,
particularly for the Christmas selling season. Significant deviations from
projected demand for products could have a material adverse effect on the
Company's financial condition and results of operations, either by lost gross
sales due to insufficient inventory or lost gross margin due to the need to mark
down excess inventory.

     The Company's quarterly results of operations may also fluctuate based upon
such factors as the number and timing of store openings and related store
preopening expenses, the amount of net sales contributed by new and existing
stores, the mix of products sold, the timing and level of markdowns, store
closings, refurbishments or relocations, competitive factors, changes in fuel
and other shipping costs and general economic conditions.

     Risks Associated with Expansion. The Company's ability to continue to
increase its net sales and earnings will depend in part on its ability to open
new stores and to operate such stores on a profitable basis. The Company's
continued growth will also depend on its ability to increase sales in its
existing stores. The Company opened 24 stores in fiscal 2000 and presently
anticipates opening approximately 23 stores in fiscal 2001. The Company intends
to open stores in both existing and new geographic markets. The opening of
additional stores in an existing market could result in lower net sales from
existing Company stores in that market. The success of the Company's planned
expansion will be dependent upon many factors, including the identification of
suitable markets, the availability and leasing of suitable sites on acceptable
terms, the hiring, training and retention of qualified management and other
store personnel, the availability of appropriate financing and general economic
conditions. To manage its planned expansion, the Company must ensure the
continuing adequacy of its existing systems, controls, and procedures, including
product distribution facilities, store management, financial controls and
information systems. There can be no assurance that the Company will be able to
achieve its planned expansion, that new stores will be effectively integrated
into the Company's existing operations or that such stores will be profitable.

     The Company's expansion strategy includes opening stores in new geographic
markets. These new markets may present competitive and merchandising challenges
that are different from those currently faced by the Company in its existing
geographic markets. The Company may incur higher costs related to advertising
and distribution in connection with entering
<PAGE>

new markets. If the Company opens stores in new markets that do not perform to
the Company's expectations or if store openings are delayed, the Company's
financial condition and results of operations could be materially adversely
affected. In addition, in order to sell wine and beer, the Company is required
to obtain alcoholic beverage licenses for each of its new stores and the laws
regulating the issuance of alcoholic beverage licenses differ from state to
state. Any delays in receiving alcoholic beverage licenses for new stores could
have an adverse impact on such stores' operations.

     Risks Associated with Merchandising. The Company's success depends in part
upon the ability of its merchandising staff to anticipate the tastes of its
customers and to provide merchandise that appeals to their preferences. The
Company's strategy requires it to introduce in a timely manner products from
around the world that are affordable, distinctive in quality and design and not
widely available from other retailers. Many of the Company's products require
long lead times. In addition, a large percentage of the Company's merchandise
changes regularly. The Company's failure to anticipate, identify or react
appropriately to changes in consumer trends could lead to, among other things,
either excess inventories and higher markdowns or a shortage of products and
could have a material adverse effect on the Company's financial condition and
results of operations.

     Effect of Economic Conditions and Geographic Concentration. The success of
the Company's business depends to a significant extent upon the level of
consumer spending. Among the factors that affect consumer spending are the
general state of the economy, the level of consumer debt, prevailing interest
rates and consumer confidence in future economic conditions. A substantial
number of the Company's stores are located in the Western United States,
principally in California. Lower levels of consumer spending in this region
could have a material adverse effect on the Company's financial condition and
results of operations. Reduced consumer confidence and spending may result in
reduced demand for the Company's products, limitations on the Company's ability
to increase prices and may require increased levels of selling and promotional
expenses, thereby adversely affecting the Company's financial condition and
results of operations.

     Risks Associated with Importing. The Company imports a significant portion
of its merchandise from approximately 70 countries. The Company relies on its
long-term relationships with its suppliers but has no long-term contracts with
such suppliers. The Company's future success will depend in large measure upon
its ability to maintain its existing supplier relationships or to develop new
ones.

     As an importer, the Company's business is subject to the risks generally
associated with doing business abroad, such as foreign governmental regulations,
economic disruptions, delays in shipments, freight cost increases and changes in
political or economic conditions in countries in which the Company purchases
products. The Company's business is also subject to the risks associated with
any new or revised United States legislation and regulations related to imported
products, including quotas, duties, taxes and other charges or restrictions on
imported merchandise. Additionally, since certain of the Company's purchases are
made in currencies other than the U.S. Dollar and its financial results are
reported in U.S. Dollars, fluctuations in the rates of exchange between the U.S.
Dollar and other currencies may have a material adverse effect on the Company's
financial condition and results of operations. Historically, the Company has not
hedged its currency risk and does not currently anticipate doing so in the
future. If any such factors were to render the conduct of business in particular
countries undesirable or impractical or if additional United States quotas,
duties, taxes or other charges or restrictions were imposed upon the importation
of the Company's products in the future, the Company's financial condition and
results of operations could be materially adversely affected.

     Dependence on a Single Distribution Facility. The Company's distribution
functions for all of its stores are currently handled from a single facility in
Stockton, California. Any significant interruption in the operation of this
facility would have a material adverse effect on the Company's financial
condition and results of operations. In mid-year 2002, the Company expects to
open a 500,000 square foot, full-service distribution center in Isle of Wight
County, Virginia. Delays in construction of this facility, cost over-runs with
its construction and operational inefficiencies during start-up could have a
material adverse effect on the Company's financial condition and results of
operations. In addition, after the initial start-up, failure to successfully
coordinate the operations of these facilities could have a material adverse
effect on the Company's financial condition and results of operations.

     Competition. The markets served by the Company are highly competitive. The
Company competes against a diverse group of retailers ranging from specialty
stores to department stores and discounters. The Company's product offerings
compete with such specialty retailers as Bed, Bath & Beyond, Linens n' Things,
Crate & Barrel, Pottery Barn, Michaels Stores, Pier 1 Imports, Trader Joe's and
Williams-Sonoma. The Company competes with these and other retailers for
customers, suitable retail locations and qualified management personnel. Many of
the Company's competitors have significantly greater financial, marketing and
other resources than the Company and there can be no assurance that the Company
will be able to compete successfully in the future.
<PAGE>

     Dependence on Key Personnel. The success of the Company's business will
continue to depend upon its key personnel. The Company does not maintain any key
man life insurance policies. The loss of the services of one or more of its key
personnel could have a material adverse effect on the Company's financial
condition and results of operations.

     Changes in Energy Costs. The Company incurs significant costs for the
purchase of fuel in transporting goods to its distribution center and stores and
for the purchase of utility services for its store, distribution center and
corporate office locations. Significant increases in the cost of fuel and
utility services could have a material adverse effect on the Company's financial
condition and results of operations.

     Possible Volatility of Stock Price. The stock market has from time to time
experienced significant price and volume fluctuations that are unrelated to the
operating performance of particular companies. These broad market fluctuations
have adversely affected the market price of the Company's common stock. Factors
such as fluctuations in the Company's operating results, a downturn in the
retail industry, changes in stock market analysts' recommendations regarding the
Company, other retail companies or the retail industry in general and general
market and economic conditions may have a significant effect on the market price
of the Company's common stock.

ITEM 2.   PROPERTIES

     As of March 31, 2001, the Company operated 132 stores in 19 states. The
average selling space of a Cost Plus World Market store is approximately 16,000
square feet. The table below summarizes the distribution of stores by state:

<TABLE>
<S>        <C>                              <C>                            <C>                          <C>
           Arizona..................   8    Idaho..................   1    Nevada...............   3    Virginia...............   2
           California...............  42    Illinois...............  11    New Mexico...........   2    Washington.............   6
             Northern California....  19    Indiana................   1    North Carolina.......   3    Wisconsin..............   1
             Southern California....  23    Michigan...............   9    Ohio.................  13
           Colorado.................   3    Missouri...............   3    Oregon...............   4
           Georgia..................   3    Nebraska...............   1    Texas................  16
</TABLE>

     The Company leases land and buildings for 125 stores (of which 16 are
capital leases), leases land and owns the buildings for six stores and owns the
land and building for one store. The Company currently leases its executive
headquarters in Oakland, California pursuant to a lease which expires in October
2008. The Company currently leases its distribution facility of approximately
740,000 permanent square feet in Stockton, California pursuant to a lease which
expires in September 2001 and has three renewal options for five years each.

ITEM 3.   LEGAL PROCEEDINGS

     The Company is not a party to any pending legal proceedings other than
ordinary routine litigation incidental to the business.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.
<PAGE>

                     EXECUTIVE OFFICERS OF THE REGISTRANT

     The executive officers of the Company are as follows:

<TABLE>
<CAPTION>
                      Name                              Age                              Position
---------------------------------------------------  ---------  ----------------------------------------------------------
<S>                                                  <C>        <C>
Murray H. Dashe                                          58     Chairman of the Board, Chief Executive Officer and
                                                                President
John F. Hoffner                                          53     Executive Vice President of Administration and Chief
                                                                Financial Officer
Kathi P. Lentzsch                                        45     Executive Vice President, Business Development
Joan S. Fujii                                            54     Senior Vice President, Human Resources
Richard L. Grice                                         55     Senior Vice President, Logistics
Stephen L. Higgins                                       51     Senior Vice President, Merchandising
Gary D. Weatherford                                      44     Senior Vice President, Store Operations
</TABLE>

     Mr. Dashe joined the Company in June 1997 and has served as Chairman of the
Board and Chief Executive Officer since February 1998 with continued
responsibilities as President. In September 1997, Mr. Dashe was appointed
President with continued responsibilities as Vice Chairman of the Board. From
June 1997 to September 1997, Mr. Dashe served as the Company's Vice Chairman of
the Board. Mr. Dashe is responsible for overseeing all day-to-day operations and
long-term strategies of the Company. From August 1992 to June 1997, he was Chief
Operating Officer of Leslie's Poolmart, Inc., a swimming pool supply retail
chain and was a director of that company from August 1989 to November 1996. From
April 1990 through June 1992, he was President and Chief Executive Officer of
RogerSound Labs, a Southern California retailer of audio/video consumer
electronics. From September 1985 through April 1990, Mr. Dashe held several
positions with SILO, a consumer electronics and appliance retailer, including
Regional President, Regional Vice President and Director of Stores. Previously,
he was employed in an executive capacity by other retailers, including Allied
Stores Corp., where he served in a variety of positions, including Vice
President/Director of Stores.

     Mr. Hoffner joined the Company in June 1998 as Executive Vice President,
Administration and Chief Financial Officer. Prior to joining the Company, Mr.
Hoffner served as Executive Vice President and Chief Financial Officer of Sweet
Factory, Inc. from April 1993 to June 1998. From January 1991 to April 1993, Mr.
Hoffner was employed by Wherehouse Entertainment, Inc. where he served as Senior
Vice President, Finance and Administration. Prior to that, he held executive
positions in finance and administration with retailers such as Dayton Hudson and
Federated Department Stores.

     Ms. Lentzsch joined the Company in February 1997 and served as Executive
Vice President, Merchandising and Marketing until February 2001 when she was
appointed Executive Vice President, Business Development. From May 1996 to
January 1997, Ms. Lentzsch served as a retail consultant to several specialty
retailers. From May 1993 to May 1996, Ms. Lentzsch was employed by Pottery Barn,
a division of Williams-Sonoma, Inc., where she was most recently Senior Vice
President, Merchandising. From April 1991 to May 1993, Ms. Lentzsch was General
Merchandising Manager and Vice President, Merchandising and Marketing at
Impostors, a retail costume jewelry chain. Prior to that, she held a number of
merchandising and marketing executive positions with several retailers,
including Vice President, Merchandising at Pier 1 Imports, Inc.

     Ms. Fujii was named the Company's Senior Vice President, Human Resources in
February 1998. Ms. Fujii joined the Company in May 1991 and served as Vice
President, Human Resources from October 1994 until February 1998. From May 1991
to October 1994, Ms. Fujii served as the Company's Director of Human Resources.
From September 1975 to May 1991, she was employed by Macy's California in the
operations and personnel departments, ultimately serving as Vice President,
Human Resources at Macy's Union Square store in San Francisco.

     Mr. Grice joined Cost Plus World Market in January 2000 as Senior Vice
President, Logistics. Prior to joining the Company, Mr. Grice served as Vice
President Logistics and Chemical Packaging General Manager at Leslie's PoolMart,
Inc., a swimming pool supply retail chain, from January 1996 to January 2000.
From March 1994 to December 1995, he served as Senior Vice President, General
Manager at Daisy Kingdom, Inc., a manufacturer and retailer of fabrics, crafts
and children's wear, in Portland, Oregon. Prior to that he held a number of
executive positions in distribution and logistics with several department store
and specialty retailers, including Fabric-Centers of America, Inc. (now Jo-
Ann's), from 1988 to 1993 and SILO, a consumer electronics and appliance
retailer, from 1985 to 1988.
<PAGE>

     Mr. Higgins joined the Company in December 1999 as Vice President,
Merchandising and was promoted to Senior Vice President in September 2000, with
added responsibility for Visual Merchandising beginning in February 2001. Prior
to joining the Company and from November 1996 to November 1999, Mr. Higgins
served as President, Chief Operating Officer of Centex Life Solutions. From
September 1994 to October 1996, Mr. Higgins was President, Chief Executive
Officer of Everything Organized. From January 1992 to August 1994, Mr. Higgins
was President, Chief Operating Officer of Tuesday Morning the nation's largest
off-price Home/Gift retailer and from October 1988 to December 1991, he was its
Senior Vice President of Merchandising.

     Mr. Weatherford was named Senior Vice President, Store Operations in
February 1998. Mr. Weatherford joined the Company in January 1988 and served as
Vice President, Store Operations from June 1995 until February 1998. From April
1991 to June 1995, Mr. Weatherford served as a Regional Manager for the Company
and from January 1990 to April 1991 he was a Senior Store Manager for the
Company. From January 1988 to January 1990, Mr. Weatherford served as a Buyer
and Store Design Director for the Company.

                                    PART II

     Information called for by Part II (Items 5,6,7 and 8) has been filed as
Exhibit 13 to this report on Form 10-K. Such information is incorporated herein
by reference.

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

     The information required by this item is incorporated herein by reference
to the Company's 2000 Annual Report to Shareholders (on page 11), filed as
Exhibit 13 to this report on Form 10-K.

ITEM 6.   SELECTED FINANCIAL DATA

     The information required by this item is incorporated herein by reference
to the Company's 2000 Annual Report to Shareholders (on page 5), filed as
Exhibit 13 to this report on Form 10-K.

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

     The information required by this item is incorporated herein by reference
to the Company's 2000 Annual Report to Shareholders (on pages 6 - 11), filed as
Exhibit 13 to this report on Form 10-K.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The information required by this item is incorporated herein by reference
to the Company's 2000 Annual Report to Shareholders (on pages 10 - 11), filed as
Exhibit 13 to this report on Form 10-K.

ITEM 8.   FINANCIAL STATEMENTS

     The information required by this item is incorporated herein by reference
to the Company's 2000 Annual Report to Shareholders (on pages 12 - 27), filed
as Exhibit 13 to this report on Form 10-K.

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES

     None.
<PAGE>

                                   PART III

     Information called for by Part III (Items 10, 11, 12 and 13) of this report
on Form 10-K has been omitted as the Company intends to file with the Securities
and Exchange Commission not later than May 26, 2001 a definitive Proxy Statement
pursuant to Regulation 14A promulgated under the Securities Exchange Act of
1934. Such information will be set forth in such Proxy Statement and is
incorporated herein by reference.

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The information required by this item is incorporated herein by reference
to the section entitled "Executive Officers of the Registrant" at the end of
Part I of this report and the Proxy Statement for the Company's 2001 Annual
Meeting of Shareholders.

ITEM 11.  EXECUTIVE COMPENSATION

     The information required by this item is incorporated herein by reference
to the section entitled "Executive Compensation and other Matters" in the Proxy
Statement for the Company's 2001 Annual Meeting of Shareholders.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information required by this item is incorporated herein by reference
to the section entitled "Security Ownership of Certain Beneficial Owners and
Management" in the Proxy Statement for the Company's 2001 Annual Meeting of
Shareholders.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required by this item is incorporated herein by reference
to the section entitled "Certain Relationships and Related Transactions" in the
Proxy Statement for the Company's 2001 Annual Meeting of Shareholders.

                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

     (a)1.  Financial Statements:

            The following financial statements of Cost Plus, Inc. are
            incorporated herein by reference to the Company's 2000 Annual Report
            to Shareholders for the year ended February 3, 2001, filed as
            Exhibit 13 to this report on Form 10-K:
               Consolidated Balance Sheets as of February 3, 2001 and January
                 29, 2000
               Consolidated Statements of Operations for the fiscal years ended
                 February 3, 2001, January 29, 2000 and January 30, 1999
               Consolidated Statement of Shareholders' Equity for the fiscal
                 years ended February 3, 2001, January 29, 2000 and January 30,
                 1999
               Consolidated Statements of Cash Flows for the fiscal years ended
                 February 3, 2001, January 29, 2000 and January 30, 1999
               Notes to Consolidated Financial Statements
               Independent Auditors' Report

        2.     Financial Statement Schedules:
               Financial statement schedules of Cost Plus, Inc. have been
               omitted from Item 14(d) because they are not applicable or the
               information is included in the financial statements or notes
               thereto.

        3.     List of Exhibits:
               See Exhibit Index beginning on page 13.
<PAGE>

     (b)    Reports on form 8-K:

            None

                                  SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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.


Date:   May 1, 2001                     By:________________________________

                                                        Murray H. Dashe
                                            Chairman and Chief Executive Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
      Signature                         Title                                   Date
      ---------                         -----                                   ----
<S>                           <C>                                               <C>
/s/ Murray H. Dashe           Chairman of the Board, Chief                      May 1, 2001
---------------------------   Executive Officer and President
    Murray H. Dashe           (Principal Executive Officer)

/s/ John F. Hoffner           Executive Vice President, Administration and      May 1, 2001
---------------------------   Chief Financial Officer
    John F. Hoffner           (Principal Financial and Accounting Officer)

/s/ Joseph H. Coulombe        Director                                          May 1, 2001
---------------------------
    Joseph H. Coulombe

/s/ Barry J. Feld             Director                                          May 1, 2001
---------------------------
    Barry J. Feld

/s/ Danny W. Gurr             Director                                          May 1, 2001
---------------------------
    Danny W. Gurr

/s/ Kim D. Robbins            Director                                          May 1, 2001
---------------------------
    Kim D. Robbins

/s/ Fredric M. Roberts        Director                                          May 1, 2001
---------------------------
    Fredric M. Roberts

/s/ Thomas D. Willardson      Director                                          May 1, 2001
---------------------------
    Thomas D. Willardson
</TABLE>
<PAGE>

                               INDEX TO EXHIBITS

Exhibit No.    Description of Exhibits
-----------    -----------------------
  3.1          Amended and Restated Articles of Incorporation as filed with the
               California Secretary of State on April 1, 1996 incorporated by
               reference to Exhibit 3.1 to the Form 10-K filed for the year
               ended February 1, 1997.
  3.1.1        Certificate of Amendment of Restated Articles of Incorporation as
               filed with the California Secretary of State on February 25,
               1999, incorporated by reference to Exhibit 3.1 to the Form 10-Q
               filed for the quarter ended May 1, 1999.
  3.1.2        Certificate of Amendment of Restated Articles of Incorporation as
               filed with the California Secretary of State on September 24,
               1999 incorporated by reference to Exhibit 3.1.2. to the Form 10-K
               for the year ended January 29, 2000.
  3.2          Certificate of Determination as filed with California Secretary
               of State on July 27, 1998 incorporated by reference to Exhibit
               3.2 to the Form 10-K filed for the year ended January 30, 1999.
  3.3          Amended and Restated By-laws dated February 22, 2001.
  4.0          Preferred Shares Rights Agreement, dated June 30, 1998 between
               Cost Plus, Inc. and BankBoston, N.A., including the Certificate
               of Determination, the form of Rights Certificate and the Summary
               of Rights, incorporated by reference to Exhibit 1 to the Form 8-A
               filed on July 27, 1998.
  10.1         Form of Indemnification Agreement between the Company and each of
               its directors and officers, incorporated by reference to Exhibit
               10.1 to the Registration Statement on Form S-1 effective April 3,
               1996.
  10.2         Registration Rights Agreement, dated March 17, 1995, between the
               Company and certain holders of the Company's securities,
               incorporated by reference to Exhibit 10.11 to the Registration
               Statement on Form S-1 effective April 3, 1996.
  10.3         Lease Agreement, dated August 27, 1991, as amended, between the
               Company and The Stockton Port District for certain warehouses for
               storage and distribution located in Stockton, California and
               extension thereto dated February 21, 1996, incorporated by
               reference to Exhibit 10.6 to the Registration Statement on Form
               S-1 effective April 3, 1996.
  10.4         Lease agreement between the Company and Square I, LLC for certain
               Corporate office space located in Oakland, California,
               incorporated by reference to Exhibit 10.1 to the Form 10-Q filed
               for the quarter ended October 31, 1998.
  10.5         Business Loan Agreement, dated May 19, 2000, between the Company
               and Bank of America National Trust and Savings Association,
               incorporated by reference to Exhibit 10.2 to the Form 10-Q filed
               for the quarter ended April 29, 2000.
  10.5.1       Amendment Number 1 to Business Loan Agreement, dated October 2,
               2000, between the Company and Bank of America National Trust and
               Savings Association.
  10.6*        1994 Stock Option Plan and form of Stock Option Agreement
               thereunder, incorporated by reference to Exhibit 10.3 to the
               Registration Statement on Form S-1 effective April 3, 1996.
  10.7.1*      1995 Stock Option Plan, as amended, incorporated by reference to
               Exhibit 10.2 to the Form 10-Q filed for the quarter ended July
               29, 2000.
  10.7.2*      Form of Stock Option Agreement, 1995 Stock Option Plan,
               incorporated by reference to Exhibit 10.4 to the Form 10-K filed
               for the year ended February 1, 1997.
<PAGE>

  10.8.1*      1996 Director Option Plan, as amended, incorporated by reference
               to Exhibit 10.1 to the Form 10-Q filed for the quarter ended July
               29, 2000.
  10.8.2*      Form of Stock Option Agreement, 1996 Director Option Plan,
               incorporated by reference to Exhibit 10.4 to the Form 10-Q filed
               for the quarter ended July 31, 1999.
  10.9*        1996 Employee Stock Purchase Plan, incorporated by reference to
               Exhibit 10.13 to the Registration Statement on Form S-1 effective
               April 3, 1996.
  10.10*       The Cost Plus, Inc. Deferred Compensation Plan effective October
               1, 1997 incorporated by reference to Exhibit 10.11 to the Form
               10-K filed for the year ended January 31, 1998.
  10.11*       1997 Executive Officer and Key Employee Loan Plan, dated May 7,
               1997, incorporated by reference to Appendix C of the Company's
               Proxy Statement dated May 22, 1997.
  10.12.1*     Employment Agreement, dated June 12, 1997, between the Company
               and Murray H. Dashe, incorporated by reference to Exhibit 10.4 to
               the Form 10-Q filed for the quarter ended August 2, 1997.
  10.12.2*     Amendment to Employment Agreement, dated January 13, 1999,
               between the Company and Murray H. Dashe incorporated by reference
               to Exhibit 10.16.2 to the Form 10-K filed for the year ended
               January 30, 1999.
  10.12.3*     Amendment to Employment Agreement, dated July 22, 1999, between
               the Company and Murray H. Dashe, incorporated by reference to
               Exhibit 10.6 to the Form 10-Q filed for the quarter ended July
               31, 1999.
  10.12.4*     Amendment to Employment Agreement, dated March 29, 2001, between
               the Company and Murray H. Dashe.
  10.13.1*     Employment Agreement, dated February 2, 1997, between the Company
               and Kathi P. Lentzsch, incorporated by reference to Exhibit 10.5
               to the Form 10-Q filed for the quarter ended August 2, 1997.
  10.13.2*     Employment Severance Agreement, as amended, dated July 22, 1999,
               between the Company and Kathi P. Lentzsch incorporated by
               reference to Exhibit 10.8 to the Form 10-Q filed for the quarter
               ended July 31, 1999.
  10.14.1*     Employment Agreement, dated May 6, 1998, between the Company and
               John F. Hoffner, incorporated by reference to Exhibit 10.4 to the
               Form 10-Q filed for the quarter ended August 1, 1998.
  10.14.2*     Amendment to Employment Agreement, dated January 13, 1999,
               between the Company and John F. Hoffner incorporated by reference
               to Exhibit 10.18.2 to the Form 10-K filed for the year ended
               January 30, 1999.
  10.14.3*     Amendment to Employment Agreement, dated July 22, 1999, between
               the Company and John F. Hoffner, incorporated by reference to
               Exhibit 10.7 to the Form 10-Q filed for the quarter ended July
               31, 1999.
  10.14.4*     Amendment to Employment Agreement dated March 29, 2001, between
               the Company and John F. Hoffner.
  10.15.1*     Employment Severance Agreement, as amended, dated July 22, 1999,
               between the Company and Gary D. Weatherford incorporated by
               reference to Exhibit 10.9 to the Form 10-Q filed for the quarter
               ended July 31, 1999.
  10.15.2*     Amendment to Employment Severance Agreement dated March 29, 2001
               between the Company and Gary D. Weatherford.
  10.16.1*     Employment Severance Agreement, as amended, dated July 22, 1999,
               between the Company and Joan S. Fujii incorporated by reference
               to Exhibit 10.10 to the Form 10-Q filed for the quarter ended
               July 31, 1999.
  10.16.2*     Amendment to Employment Severance Agreement dated March 29, 2001,
               between the Company and Joan S. Fujii.
<PAGE>

  10.17*       Executive Transition Agreement, dated May 7, 1999, between the
               Company and Ralph D. Dillon incorporated by reference to Exhibit
               10.1 to the Form 10-Q filed for the quarter ended May 1, 1999.
  10.18*       Amended and Restated Severance Agreement dated March 29, 2001
               between the Company and Stephen L. Higgins.
  13           Registrant's 2000 Annual Report to Shareholders (only those
               portions specifically incorporated by reference into this Report
               are deemed "filed" with the Securities and Exchange Commission).
  21           List of Subsidiaries of the Company.
  23           Independent Auditors' Consent.

     * Management compensation plan or arrangement.