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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-K/A

Amendment No. 2



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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  x    No ̈



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.  x



Indicate by check mark whether registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).    Yes  x    No ̈



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



Portions of the
Registrants Proxy Statement for the Annual Meeting of Shareholders to be held July 1, 2004 (Proxy Statement) are incorporated by reference into Part III.



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PART III



ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT



Information regarding (i) the Companys directors, (ii) compliance with Section 16(a) of the Securities Exchange Act of 1934, as amended, as well as
(iii) material changes to procedures by which security holders may recommend nominees to the Companys board of directors, standing audit committee and audit committee financial expert are incorporated herein by reference to the sections
entitled Election of Directors, Section 16(a) Beneficial Ownership Reporting Compliance, and Corporate Governance Principles and Practices, respectively, in our Proxy Statement for the Companys 2004 Annual
Meeting of Shareholders. The information required by this item concerning executive officers is incorporated herein by reference to the section entitled  Executive Officers of the Registrant at the end of Part I of this report.



The Company has adopted a Code of Ethics for Principal
Executive and Senior Financial Officers, a copy of which is filed as an exhibit to this report on Form 10-K. The policy applies to our Chief Executive Officer and our Chief Financial Officer, who also serves as our principal accounting
officer.



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT



The information required by this item is
incorporated herein by reference to the sections entitled Security Ownership of Certain Beneficial Owners and Management and Executive CompensationEquity Compensation Plan Information in the Proxy Statement for the
Companys 2004 Annual Meeting of Shareholders.



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 3.



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: May 18, 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                                                                                                                                                 
|14          |  | Code of Ethics for Principal Executive and Senior Financial Officers                                                                                                    
|            | 
|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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