<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 January 29, 2000
                                       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 31, 1999 was approximately $689,817,000 based upon the last
sale price reported for such date on the Nasdaq National Market. On that date,
20,529,443 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 January 29, 2000 ("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 22, 2000 ("Proxy Statement") are incorporated by
reference into Part III.
<PAGE>

                                     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
January 29, 2000, the Company operated 103 stores under the name "World Market,"
"Cost Plus World Market," "Cost Plus" or "Cost Plus Imports"  in 16 states,
primarily in the Western United States, but has begun to expand into other
regions of the country.  Cost Plus World Market's business strategy is to
differentiate itself by offering a large and everchanging 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 1999, the Company opened a
total of 18 stores, including ten in existing markets in Austin, Chicago,
Dallas, Detroit, Grand Rapids, Los Angeles, Phoenix and St. Louis and eight in
new markets in Columbus, Cleveland, Lansing, Reno and Spokane.

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.

     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 space and 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, often purchasing more items than they originally
intended.

     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 50 countries, and many of
these goods are handcrafted by local artisans.
<PAGE>

     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 beverage, 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 snacks, candy and pasta are displayed in open
barrels and crates.   All food items typically have a shelf life that lasts 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.

     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 a centralized merchandise planning system. 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 the 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 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, radio and television.

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 1,600 suppliers, and no supplier represented over 4% of
total purchases in the fiscal year ended January 29, 2000. A significant portion
of Cost Plus World Market's products are made abroad in approximately 50
countries in Europe,

                                       2
<PAGE>

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 all 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 most of its stores from its primary
distribution center in Stockton, California. Domestically sourced merchandise is
usually delivered to the distribution center by common carrier or by Company
trucks. The Company believes that its distribution center will be able to
handle, or can be upgraded to handle, the Company's store expansion plans for
the Western United States over the next two years. 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. To facilitate servicing
regions such as Illinois, Indiana, Michigan, Missouri, Ohio and Wisconsin, the
Company has a satellite distribution center located in Peru, Indiana which has
been operational in a limited capacity since fiscal 1998.  This facility is
expandable to meet the Company's needs over the next three years.

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 a
record, which is updated daily, of each merchandise item sold. 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 system 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
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, replenish depleted store
inventories, track promotions, identify sales trends and monitor merchandise mix
throughout all of the Company's stores.  The Company's distribution operations
use these systems to control, locate, pick and ship inventory to stores.  The
Company believes that these systems allow for lower average store inventories,
higher operating efficiency and fewer markdowns.

  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 readily 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 wholesale clubs. The Company's product offerings compete with such
specialty retailers as Bed, Bath & Beyond, Crate & Barrel, Pottery Barn, Garden
Ridge, Lechters, 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 than Cost Plus World Market.   Department stores
typically have higher prices than Cost Plus World Market for similar
merchandise. Wholesale clubs 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.

                                       3
<PAGE>

Employees

  As of January 29, 2000, the Company had 1,370 full-time and 1,694 part-time
employees. Of these, 2,619 were employed in the Company's stores and 445 were
employed in the distribution center and corporate office. The Company regularly
supplements its work force with temporary workers, 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"  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

  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.

  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 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 sales
due to insufficient inventory or lost margin due to the need to markdown 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 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 18 stores in fiscal 1999 and presently anticipates opening
approximately 24 stores in fiscal 2000. 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 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

                                       4
<PAGE>

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
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 majority of the
Company's stores are located in the Western United States, principally in
California.  Lower levels of consumer spending in these regions 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 50 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,
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 relating 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.

  Risks Related to Distribution Facilities. The Company's distribution functions
for most of its stores are currently handled from its 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.  The Company has an additional distribution facility in Peru,
Indiana to service its Midwest and Eastern stores.  A 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 wholesale clubs. The Company's product offerings
compete with such specialty retailers as Bed, Bath & Beyond, Crate & Barrel,
Pottery Barn, Garden Ridge, Lechters, 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.

                                       5
<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. 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. The Company's success in the future will be dependent
upon its ability to attract, retain and motivate quality personnel, including
store managers. The Company's inability to attract and retain such key
employees, in the future 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, 2000, the Company operated 109 stores in 17 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>        <C>         <C>          <C>
      Arizona..................    7   Idaho....... 1   Nevada.......  3       Wisconsin.....1
      California...............        Illinois.... 8   New Mexico...  1
         Northern California...   19   Indiana..... 1   Ohio......... 11
         Southern California...   19   Michigan.... 9   Oregon.......  2
      Colorado.................    3   Missouri.... 3   Texas........ 13
      Georgia..................    2   Nebraska.... 1   Washington     5
</TABLE>

   The Company leases land and buildings for 102 stores (of which 18 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 540,000
square feet in Stockton, California pursuant to a lease which expires in
September 2001 and has three renewal options for five years each. The Company
leases an additional distribution center in Peru, Indiana pursuant to a lease
which expires in December 2000, initially covering 100,000 square feet. The
lease term can be extended to December 2009 with an additional four options of
five years each, and the facility is expandable to 450,000 square feet.

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.

                                       6
<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 ...........  57   Chairman of the Board, Chief Executive Officer and President
John F. Hoffner  ..........  52   Executive Vice President of Administration, Chief Financial
                                  Officer and Secretary
Kathi P. Lentzsch  ........  44   Executive Vice President, Merchandising and Marketing
Joan S. Fujii  ............  53   Senior Vice President, Human Resources
Richard L. Grice             54   Senior Vice President, Logistics
Gary D. Weatherford  ........43   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 of
Administration, Chief Financial Officer and Secretary.  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 as Executive Vice President,
Merchandising and Marketing. 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.

  Richard L. 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.

                                       7
<PAGE>

  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) have 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 1999 Annual Report to Shareholders (on page 18), 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 1999 Annual Report to Shareholders (on page 13), 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 1999 Annual Report to Shareholders (on pages 14 - 18), 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 1999 Annual Report to Shareholders (on page 18), 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 1999 Annual Report to Shareholders (on pages 19 - 32), 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.

                                       8
<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 Securities and
Exchange Commission not later than May 12, 2000 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 2000 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 2000 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 2000 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 2000 Annual Meeting of Shareholders.

                                    PART IV

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

<TABLE>
<CAPTION>
<S>                             <C>
(a)1.  Financial Statements:
       The following financial statements of Cost Plus, Inc. are incorporated
       herein by reference to the Company's 1999 Annual Report to Shareholders
       for the year ended January 29, 2000, filed as Exhibit 13 to this report
       on Form 10-K:
                    Consolidated Balance Sheets as of January 29, 2000 and
                      January 30, 1999
                    Consolidated Statements of Operations for the fiscal years
                      ended January 29, 2000, January 30, 1999 and January 31,
                      1998
                    Consolidated Statement of Shareholders' Equity for the
                      fiscal years ended January 29, 2000, January 30, 1999 and
                      January 31, 1998
                    Consolidated Statements of Cash Flows for the fiscal years
                      ended January 29, 2000, January 30, 1999 and January 31,
                      1998
                    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 11.

(b)    Reports on form 8-K:
       None
</TABLE>

                                       9
<PAGE>

                                   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:   April 27, 2000               By:/s/ Murray H. Dashe
                                        -----------------------------------
                                                   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                         April 27, 2000
---------------------------          Executive Officer and President
    Murray H. Dashe                  (Principal Executive Officer)



/s/ John F. Hoffner                  Executive Vice President of Administration,         April 27, 2000
---------------------------          Chief Financial Officer and Secretary
     John F. Hoffner                 (Principal Financial and Accounting Officer)


/s/ Joseph H. Coulombe               Director                                            April 27, 2000
---------------------------
   Joseph H. Coulombe


/s/ Danny W. Gurr                    Director                                            April 27, 2000
---------------------------
     Danny W. Gurr



/s/ Kim D. Robbins                   Director                                           April 27, 2000
---------------------------
     Kim D. Robbins


/s/ Fredric M. Roberts               Director                                          April 27, 2000
---------------------------
    Fredrics M. Roberts


/s/ Olivier L. Trouveroy              Director                                          April 27, 2000
---------------------------
    Olivier L. Trouveroy


/s/  Thomas D. Willardson            Director                                          April 27, 2000
---------------------------
  Thomas D. Willardson
</TABLE>

                                       10
<PAGE>

                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit No.                                                   Description of Exhibits
-----------   ----------------------------------------------------------------------------------------------------------------------

<C>           <S>
        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.

        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 November 17, 1999.

        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, dated August 27, 1997, between the Company and Grissom Redevelopment Authority for certain warehouse
              for storage and distribution located in Peru, Indiana, incorporated by reference to Exhibit 10.4 to the Form 10-K
              filed for the year ended January 31, 1998.

       10.5   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.

       10.6   Business Loan Agreement, dated October 12, 1998, 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
              October 31, 1998.

     10.6.1   Amendment Number 1 to Business Loan Agreement, dated March 12, 1999, between the Company and Bank of America National
              Trust and Savings Association, incorporated by reference to Exhibit 10.1 to the Form 10-Q filed for the quarter ended
              July 31, 1999.

     10.6.2   Amendment Number 2 to the Business Loan Agreement dated June 15, 1999, 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 July 31, 1999.

      10.7*   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.
</TABLE>

                                       11
<PAGE>

<TABLE>
<C>           <S>
    10.8.1*   1995 Stock Option Plan, as amended,  incorporated by reference to Exhibit 10.5 to the Form 10-Q filed for the quarter
              ended July 31, 1999.

    10.8.2*   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.

    10.9.1*   1996 Director Option Plan, as amended, incorporated by reference to Exhibit 10.3 to the Form 10-Q filed for the
              quarter ended July 31, 1999.

    10.9.2*   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.

     10.10*   1996 Employee Stock Purchase Plan, incorporated by reference to Exhibit 10.13 to the Registration Statement on Form
              S-1 effective April 3, 1996.

     10.11*   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.

     10.12*   Management Incentive Plan, incorporated by reference to Exhibit 10.12 to the Registration Statement on Form S-1
              effective April 3, 1996.

     10.13*   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.

   10.14.1*   Employment Agreement, dated June 17, 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.

   10.14.2*   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.

   10.14.3*   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.

   10.15.1*   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.

   10.15.2*   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.

   10.16.1*   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.

   10.16.2*   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.

   10.16.3*   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.

     10.17*   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.

     10.18*   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.
</TABLE>

                                       12
<PAGE>

<TABLE>
<CAPTION>
<C>           <S>
     10.19*   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.

         13   Registrant's 1999 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, incorporated by reference to Exhibit 21.1 to the Registration Statement on Form S-1 effective
              April 3, 1996.

         23   Independent Auditors' Consent.

         27   Financial Data Schedule for the fiscal year ended January 29, 2000 (submitted for SEC use only).
</TABLE>


  * Management compensation plan or arrangement.

                                       13