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                                                                 EXHIBIT 10.18.2
 
                       AMENDMENT TO EMPLOYMENT AGREEMENT



          AMENDMENT, dated as of January 13, 1999 (the "Amendment"), to the
Executive Employment Agreement, dated May 6, 1998, between Cost Plus, Inc., a
California corporation and John Hoffner (the "Employee") (the "Employment
Agreement").


                                WITNESSETH:
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    WHEREAS, the parties hereto desire to amend certain provisions of the
Employment Agreement as provided herein;

    NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein, and for other valuable consideration the receipt of which is
hereby acknowledged, the parties hereto hereby agree as follows:

     1.   Amendment of Section 3(a).  Section 3(a) of the Employment Agreement
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is hereby amended in its entirety and a new Section 3(b) shall be added to read
as follows. The present Section 3(b) and all subsections of Section 3 thereafter
shall be renumbered accordingly:

          3. Severance Benefits.
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             (a) Benefits upon Termination.  Except as provided in Section
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          3(b), if the Executive's employment terminates as a result of
          Involuntary Termination prior to June 15, 2000 and the Executive signs
          a Release of Claims, then the Company shall pay Executive's Base
          Compensation to the Executive for twelve (12) months from the
          Termination Date with each monthly installment payable on the last day
          of such month.  Executive shall not be entitled to receive any
          payments if Executive voluntarily terminates employment other than as
          a result of an Involuntary Termination.

             (b) Benefits upon Termination After a Change of Control.  If after
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          a Change of Control the Executive's employment terminates as a result
          of Involuntary Termination prior to June 15, 2000 and the Executive
          signs a Release of Claims, then the Company shall pay Executive's Base
          Compensation to the Executive for eighteen (18) months from the
          Termination Date with each monthly installment payable on the last day
          of such month.  Executive shall not be entitled to receive any
          payments if Executive voluntarily terminates employment other than as
          a result of an Involuntary Termination.

     2.   Amendment to Section 6. A new Section 16(b) shall be added to the
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Employment Agreement to read as follows.  The present Section 16(b) and all
subsections thereafter shall be renumbered accordingly.
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             (c)  "Change of Control" means the occurrence of any of the 
          following events:

                  (i)    The acquisition by any "person" (as such term is used
          in Sections 13(d) and 14(d) of the Exchange Act) (other than the
          Company or a person that directly or indirectly controls, is
          controlled by, or is under common control with, the Company) of the
          "beneficial ownership" (as defined in Rule 13d-3 under the Exchange
          Act), directly or indirectly, of securities of the Company
          representing fifty percent (50%) or more of the total voting power
          represented by the Company's then outstanding voting securities;

                  (ii)   A change in the composition of the Board of Directors
          of the Company occurring within a two-year period, as a result of
          which fewer than a majority of the directors are Incumbent Directors.
          "Incumbent Directors" shall mean directors who either (A) are
          directors of the Company as of the date hereof, or (B) are elected, or
          nominated for election, to the Board of Directors of the Company with
          the affirmative votes of at least a majority of the Incumbent
          Directors at the time of such election or nomination (but shall not
          include an individual not otherwise an Incumbent Director whose
          election or nomination is in connection with an actual or threatened
          proxy contest relating to the election of directors to the Company);

                  (iii)  A merger or consolidation of the Company with any other
          corporation, other than a merger or consolidation which would result
          in the voting securities of the Company outstanding immediately prior
          thereto continuing to represent (either by remaining outstanding or by
          being converted into voting securities of the surviving entity) at
          least fifty percent (50%) of the total voting power represented by the
          voting securities of the Company or such surviving entity outstanding
          immediately after such merger or consolidation, or the approval by the
          stockholders of the Company of a plan or complete liquidation of the
          Company or of an agreement for the sale or disposition by the Company
          of all or substantially all the Company's assets;

                  (iv)   The sale of all or substantially all of the assets of
          the Company determined on a consolidated basis; or

                  (v)    The complete liquidation or dissolution of the Company.

     3.   Counterparts.  This Amendment may be signed in any number of
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counterparts, all of which counterparts, taken together, shall constitute one
and the same instrument.

     4.   Governing Law.  This Amendment and the rights and obligations of the
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parties hereto shall be governed by, and construed and interpreted in accordance
with, the law of the State of California.

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    IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered by their proper and duly authorized officers as of the
day and year first above written.



                                COST PLUS, INC.

 

                                By:  /s/ Murray H. Dashe
                                     --------------------------------
                                     Name:  Murray H. Dashe
                                     Title:  CEO

 

                                JOHN HOFFNER



                                /s/ John F. Hoffner
                                --------------------------------




            SIGNATURE PAGE OF AMENDMENT TO THE EMPLOYMENT AGREEMENT

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