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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-K/A

Amendment No. 1



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(Mark One)

|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------



For the fiscal year ended January 31, 2004



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



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COST PLUS, INC.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                                             
|-------------------------------------------------------------- |  | ------------------------------------------------------------
|California                                                     |  | 94-1067973                                                  
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer 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                                              
|                                                               | 
|Securities registered pursuant to Section 12(b) of the Act:    |  | None                                                        
|                                                               | 
|Securities registered pursuant to Section 12(g) of the Act:    |  | Common Stock, $.01 par value Preferred Share Purchase Rights



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 xNo ̈



Indicate by check mark if disclosure of delinquent filers 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. ̈



Indicate by check mark whether registrant is an accelerated filer (as defined
in Rule 12b-2 of the Act).    x ̈



The aggregate market value of voting stock held by non-affiliates of the
registrant based upon the closing sale price of the common stock on August 1, 2003, the last business day of the registrants most recently completed second fiscal quarter, was approximately $789.4 million as reported for such date on the
Nasdaq National Market.



As of March 31, 2004, 21,838,401
shares of Common Stock, $.01 par value, were outstanding.



DOCUMENTS INCORPORATED BY REFERENCE



None



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PART II



ITEM 9A. CONTROLS AND PROCEDURES



Evaluation of Disclosure Controls and Procedures. The Companys management evaluated, with the participation of its Chief Executive Officer
and Chief Financial Officer, the effectiveness of its disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K. Based on this evaluation, the Companys Chief Executive Officer and Chief Financial
Officer have concluded that the Companys disclosure controls and procedures are effective to ensure that information the Company is required to disclose in reports that it files or submits under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.



Changes in Internal Control over Financial Reporting.There was no change in the Companys internal control over financial reporting that
occurred during the period covered by this Annual Report on Form 10-K that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.



PART IV



ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K



(a) 3. List of Exhibits:



See Exhibit Index beginning on page 4.



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SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to Form
10-K to be signed on its behalf by the undersigned, thereunto duly authorized.



|                     |  |  |  |                 |  |                     |  |                                                     
|-------------------- |  |  |  | --------------- |  | ------------------- |  | ----------------------------------------------------
|                     |  |  |  | COST PLUS, INC.
|                     |  |  | 
|Date: April 30, 2004 |  |  |  | By:             |  | /s/ Murray H. Dashe
|                     |  |  |  |                 |  |                     | 
|                     |  |  |  |                 |  |                     |  | Murray H. Dashe Chairman and Chief Executive Officer



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INDEX TO EXHIBITS



|            |  |                                                                                                                                                                         
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description of Exhibits                                                                                                                                                 
|            | 
|31.1        |  | Certification of the Chief Executive Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|            | 
|31.2        |  | Certification of the Chief Financial Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



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