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



          (Mark One)
  X       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
- -----     SECURITIES EXCHANGE ACT OF 1934
  
          For the quarterly period ended October 31, 1998

                                       OR

_____    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         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)


          California                                 94-1067973
(State or other jurisdiction of                   (I.R.S. Employer 
 incorporation or organization)                  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
 
Former name, former address and former fiscal year,
if changed since last report.

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
     -----    -----   

The number of shares of Common Stock, $0.01 par value, outstanding on December
4, 1998 was 8,823,997.

 
                                COST PLUS, INC.

                                   FORM 10-Q

                     FOR THE QUARTER ENDED OCTOBER 31, 1998

                                     INDEX

 
 
                                                                   PAGE
                                                                 
PART I.   FINANCIAL INFORMATION            

ITEM 1.   Condensed Consolidated Financial Statements

          Balance Sheets (unaudited) as of October 31, 1998,
           January 31, 1998 and November 1, 1997                    3
 
          Statements of Operations (unaudited)
           for the three and nine months ended
           October 31, 1998 and November 1, 1997                    4
 
          Statements of Cash Flows (unaudited)
           for the nine months ended October 31, 1998
           and November 1, 1997                                     5
 
          Notes to Condensed Consolidated Financial Statements      6-7
 
ITEM 2.   Management's Discussion and Analysis of Financial
           Condition and Results of Operations                      8-10
 
PART II.  OTHER INFORMATION

ITEM 6.   Exhibits and Reports on Form 8-K                          12

SIGNATURE PAGE                                                      13
 

                                       2

 
                        PART I.  FINANCIAL INFORMATION
 
ITEM 1.  FINANCIAL STATEMENTS
                                COST PLUS, INC.

                     CONDENSED CONSOLIDATED BALANCE SHEETS
         (In thousands except share and per share amounts, unaudited)
 
 
                                                               OCTOBER 31,           JANUARY 31,          NOVEMBER 1,
                                                                  1998                  1998                 1997
                                                               ----------            ----------           ---------
                                                                                                 
ASSETS                                                                         
Current assets:                                                                
    Cash and cash equivalents                                  $      856            $  27,434            $     567
    Merchandise inventories                                        86,546               56,606               72,165
    Other current assets                                            5,081                3,137                5,559
                                                               ----------            ---------            ---------
       Total current assets                                        92,483               87,177               78,291

Property and equipment, net                                        58,593               53,539               52,755
Other assets                                                       10,642               11,284               10,982
                                                               ----------            ---------            ---------
       Total assets                                            $  161,718            $ 152,000            $ 142,028
                                                               ==========            =========            =========
LIABILITIES AND SHAREHOLDERS' EQUITY                                                          
Current liabilities:                                                                          
    Accounts payable                                           $   21,612            $  13,707            $  16,450
    Accrued compensation                                            7,084                7,132                6,883
    Revolving line of credit                                        7,600                    -                3,600
    Other current liabilities                                       9,020               13,708                7,583
                                                               ----------            ---------            ---------
          Total current liabilities                                45,316               34,547               34,516
                                                                                              
Capital lease obligations                                          15,256               15,692               15,828
Deferred income taxes                                               1,969                1,969                3,548
Other long-term obligations                                         5,298                4,183                3,913
                                                                                              
Shareholders' equity:                                                                         
    Preferred stock, $0.01 par value:  5,000,000 shares                                       
      authorized; none issued and outstanding                           -                    -                    -
    Common stock, $0.01 par value: 30,000,000 shares                                          
      authorized; issued and outstanding 8,808,247,                                           
      8,688,488 and 8,684,051 shares                                   88                   87                   87
    Additional paid-in capital                                    102,207              103,553              103,132
    Accumulated deficit                                            (8,416)              (8,031)             (18,996)
                                                               ----------            ---------            ---------
                                                                                              
       Total shareholders' equity                                  93,879               95,609               84,223
                                                               ----------            ---------             --------
                                                                                              
Total liabilities and shareholders' equity                     $  161,718            $ 152,000            $ 142,028
                                                               ==========            =========            =========
 
           See notes to condensed consolidated financial statements.

                                       3

 
                       COST PLUS, INC.

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
              (IN THOUSANDS EXCEPT PER SHARE AMOUNTS, UNAUDITED)
 
 
                                                       THREE MONTHS ENDED                              NINE MONTHS ENDED
                                             -----------------------------------              ------------------------------------
                                             OCTOBER 31,             NOVEMBER 1,              OCTOBER 31,              NOVEMBER 1,
                                                 1998                    1997                    1998                     1997
                                             -----------             -----------              -----------              ------------
                                                                                                            
Net sales                                    $    66,689             $    54,687              $   181,696               $   150,506
Cost of sales and occupancy                       43,676                  35,600                  119,527                    97,964
                                             -----------             -----------              -----------               -----------
     Gross profit                                 23,013                  19,087                   62,169                    52,542

Selling, general and administrative
 expenses                                         22,275                  18,946                   59,671                    50,490
Store preopening expenses                          1,579                   1,639                    2,257                     2,279
                                             -----------             -----------              -----------               -----------
Income (loss) from operations                       (841)                 (1,498)                     241                      (227)
Interest expense, net                                440                     589                      872                     1,370
                                             -----------             -----------              -----------               -----------
Loss before income taxes                          (1,281)                 (2,087)                    (631)                   (1,597)
Benefit from income taxes                           (499)                   (835)                    (246)                     (639)
                                             -----------             -----------              -----------               -----------
Net loss                                            (782)                 (1,252)                    (385)                     (958)
                                             ===========             ===========              ===========               ===========
Net loss per share
  Basic                                      $     (0.09)            $     (0.15)             $     (0.04)              $     (0.12)
  Diluted                                    $     (0.09)            $     (0.15)             $     (0.04)              $     (0.12)
 
Weighted average shares outstanding
  Basic                                            8,796                   8,357                    8,746                     8,206
  Diluted                                          8,796                   8,357                    8,746                     8,206


           See notes to condensed consolidated financial statements.

                                       4

 
                                COST PLUS, INC.
 
          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                     (In thousands, unaudited)
 
 
 
                                                                           NINE MONTHS ENDED
                                                                   ---------------------------------
                                                                    OCTOBER 31,          NOVEMBER 1,
                                                                       1998                 1997
                                                                   -----------          ------------
                                                                                  
CASH FLOWS FROM OPERATING ACTIVITIES:                                            
  Net loss                                                          $  (385)              $  (958)
  Adjustments to reconcile net loss to net cash provided                         
     by (used in) operating activities:                                          
    Depreciation and amortization                                      6,643                 5,791
    Loss on disposal of property and equipment                            68                    45
    Change in assets and liabilities:                                            
      Merchandise inventories                                        (29,940)              (29,560)
      Other assets                                                    (1,816)               (3,393)
      Accounts payable                                                 8,522                 2,360
      Income taxes payable                                            (6,282)               (6,095)
      Other liabilities                                                2,595                 1,434
                                                                     -------               -------
       Net cash used in operating activities                         (20,595)              (30,376)
                                                                     -------               -------
CASH FLOWS FROM INVESTING ACTIVITIES:                                            
  Purchases of property and equipment                                (11,891)               (9,320)
  Net proceeds from sale of property and equipment                        23                10,611
                                                                     -------               -------
       Net cash (used in) provided by investing activities           (11,868)                1,291
                                                                     -------               -------
CASH FLOWS FROM FINANCING ACTIVITIES:                                            
  Net borrowings under revolving line of credit                        7,600                 3,600
  Principal payments on capital lease obligations                       (370)                 (318)
  Proceeds from issuance of common stock, net of related costs         2,405                11,972
  Cash used for common stock repurchases                              (3,750)                   --
                                                                     -------               -------
      Net cash provided by financing activities                        5,885                15,254
                                                                     -------               -------
  Net decrease in cash and cash equivalents                          (26,578)              (13,831)
  Cash and cash equivalents:                                                     
        Beginning of period                                           27,434                14,398
                                                                     -------               -------
        End of period                                                $   856               $   567
                                                                     =======               =======
SUPPLEMENTAL DISCLOSURES OF                                                      
 CASH FLOW INFORMATION:                                                          
    Cash paid during the period for interest                         $   876               $ 1,367
                                                                     =======               =======
    Cash paid during the period for taxes                            $ 7,482               $ 7,175
                                                                     =======               =======
    Non-cash financing activities:
      Property acquired under capital lease                          $    --               $ 1,994
                                                                     =======               ======= 
 

           See notes to condensed consolidated financial statements.

                                       5

 
                                COST PLUS, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
       THREE AND NINE MONTHS ENDED OCTOBER 31, 1998 AND NOVEMBER 1, 1997
                                  (UNAUDITED)
                                        

1.  BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared from the records of the Company without audit and, in the opinion of
management, include all adjustments (consisting only of normal recurring
accruals) necessary to present fairly the financial position at October 31, 1998
and November 1, 1997; the interim results of operations for the three and nine
months ended October 31, 1998 and November 1, 1997; and the changes in cash
flows for the nine months then ended. The balance sheet at January 31, 1998,
presented herein, has been derived from the audited financial statements of the
Company for the fiscal year then ended.

Accounting policies followed by the Company are described in Note 1 to the
audited consolidated financial statements for the fiscal year ended January 31,
1998.  Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted for purposes of the interim condensed
consolidated financial statements.  The condensed consolidated financial
statements should be read in conjunction with the audited consolidated financial
statements, including notes thereto, for the fiscal year ended January 31, 1998.

The results of operations for the three and nine month periods herein presented
are not necessarily indicative of the results to be expected for the full year.

Impact of New Accounting Standard -- Effective February 1, 1998, Cost Plus, Inc.
adopted Statement of Financial Accounting Standards No. 130, "Reporting
Comprehensive Income."  This Statement requires that all items recognized under
accounting standards as components of comprehensive income be reported in an
annual financial statement that is displayed with the same prominence as other
annual financial statements.  This Statement also requires that an entity
classify items of other comprehensive income by their nature in an annual
financial statement.  For example, other comprehensive income may include
foreign currency translation adjustments, minimum pension liability adjustments,
and unrealized gains and losses on marketable securities classified as
available-for-sale.  Comprehensive income does not differ from net income for
the Company for the three and nine months ended October 31, 1998 and
November 1, 1997.


2.  REVOLVING LINE OF CREDIT AGREEMENT

On October 12, 1998, the Company entered into a revolving line of credit
agreement with a bank, which expires June 1, 2000.  This agreement replaced the
Company's previous revolving line of credit agreement.  The new agreement allows
for cash borrowing and letters of credit up to $20.0 million from January 1
through June 30 and up to $40.0 million from July 1 through December 31 of each
year.  Interest is paid monthly at the bank's reference rate minus 0.5% (7.50%
at October 31, 1998) or IBOR plus 1.125%, depending on the nature of the
borrowings.  The agreement is secured by the Company's inventory and
receivables.  The Company is subject to certain financial covenants customary
with such agreements.  At October 31, 1998, the Company had $7.6  million of
outstanding borrowings under the line of credit and $1.3 million outstanding
under letters of credit.

                                       6

 
                                COST PLUS, INC.
 
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
 
3.  RECONCILIATION OF BASIC SHARES TO DILUTED SHARES
 
The following is a reconciliation of the weighted average number of shares (in
thousands) used in the Company's basic and diluted per share computations.
 
 
                                                        Three Months Ended                   Nine Months Ended
                                                    ---------------------------        ---------------------------
                                                     October 31,     November 1,       October 31,     November 1,
                                                       1998              1997             1998            1997
                                                    ----------       ----------        ----------      -----------
                                                                                              
            Basic Shares                               8,796            8,357            8,746            8,206
            Effect of dilutive stock options               -                -                -                -
                                                       -----            -----            -----            -----
            Diluted shares                             8,796            8,357            8,746            8,206
                                                       =====            =====            =====            ===== 


                                       7

 
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

AN ASTERISK "*" DENOTES A FORWARD-LOOKING STATEMENT REFLECTING CURRENT
EXPECTATIONS THAT INVOLVE RISKS AND UNCERTAINTIES.   ACTUAL RESULTS MAY DIFFER
FROM THOSE DISCUSSED IN SUCH FORWARD-LOOKING STATEMENTS, AND SHAREHOLDERS OF
COST PLUS, INC. (THE "COMPANY" OR "COST PLUS") SHOULD CAREFULLY REVIEW THE
CAUTIONARY STATEMENTS SET FORTH IN THIS FORM 10-Q, INCLUDING, "FACTORS THAT MAY
AFFECT FUTURE RESULTS" BEGINNING ON PAGE 9 HEREOF.  THE COMPANY MAY FROM TIME TO
TIME MAKE ADDITIONAL WRITTEN AND ORAL FORWARD-LOOKING STATEMENTS, INCLUDING
STATEMENTS CONTAINED IN THE COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE
COMMISSION AND IN ITS REPORTS TO SHAREHOLDERS.  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.

RESULTS OF OPERATIONS

THE THREE MONTHS (THIRD QUARTER) AND NINE MONTHS (YEAR-TO-DATE) ENDED OCTOBER
31, 1998 AS COMPARED TO THE THREE MONTHS (THIRD QUARTER) AND NINE MONTHS (YEAR-
TO-DATE) ENDED NOVEMBER 1, 1997.

NET SALES.  Net sales increased $12.0 million, or 21.9%, to $66.7 million in the
third quarter of fiscal 1998 from $54.7 million in the third quarter of fiscal
1997.  Year-to-date, net sales were $181.7 million compared to $150.5 million
for the same period of fiscal 1997, an increase of $31.2 million, or 20.7%. The
increase in net sales, for the three and nine months of fiscal 1998, was
attributable to new stores and an increase in comparable store sales.
Comparable stores sales rose 5.5% in the third quarter and 6.1% in the nine
months, primarily as a result of a larger average transaction size.  As of
October 31, 1998, the Company operated 82 stores compared to 68 stores as of
November 1, 1997.  New and non-comparable stores contributed approximately $9.2
million of the third quarter increase and $22.3 million of the year-to-date
increase in net sales.

GROSS PROFIT.  As a percentage of net sales, gross profit was 34.5% in the third
quarter of fiscal 1998 compared to 34.9% in the third quarter of fiscal 1997.
Year-to-date, gross profit, as a percentage of net sales, was 34.2% this year
compared with 34.9% last year.  The decrease in gross profit rate resulted from
higher occupancy costs in new stores, partially offset by a slight improvement
in initial markon.  New stores generally have higher occupancy costs, as a
percentage of net sales, until they reach maturity.

SELLING, GENERAL AND ADMINISTRATIVE ("SG&A") EXPENSES.  As a percentage of net
sales, SG&A expenses improved 1.2% to 33.4% in the third quarter of fiscal 1998,
from 34.6% in the third quarter of fiscal 1997.  Year-to-date, SG&A expenses
decreased to 32.8% in the current fiscal year from 33.5% last year.  The
decrease in SG&A expenses, as a percentage of net sales, resulted primarily from
the leveraging of store and corporate payroll expenses.

STORE PREOPENING EXPENSES.  Store preopening expenses, which include grand
opening advertising and preopening merchandise setup expenses, were $1.6 million
in the third quarter of both fiscal 1998 and fiscal 1997 and $2.3 million year-
to-date in both fiscal years.  Expenses are generally incurred in both the
fiscal month prior to and the fiscal month of the store opening and vary
depending on the location of a store and whether it is located in a new or
existing market.  The Company opened eight stores in the third quarter of fiscal
1998 and fiscal 1997.  Year-to-date, the Company opened twelve stores in fiscal
1998 compared to ten in the prior year.

NET INTEREST EXPENSE.  Net interest expense, which includes capital lease
interest and interest expense net of interest income, was $440,000 in the third
quarter of fiscal 1998 and $589,000 in the third quarter of fiscal 1997.  For
the nine months, interest expense was $872,000 in fiscal 1998 compared to $1.4
million in fiscal 1997.  This decrease in expense resulted from higher interest
income and lower borrowings throughout the year due to cash generated from the
sale of the Company's San Francisco property and the leaseback of its store
facility in September 1997 and to proceeds from a secondary offering of common
stock in October 1997.

PROVISION FOR INCOME TAXES.  The Company's effective tax rate was reduced to
39.0% in fiscal 1998 from 40.0% in fiscal 1997, primarily as a result of the
Company's expansion into states with lower tax rates.

                                       8

 
FACTORS THAT MAY AFFECT FUTURE RESULTS

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, has incurred and may continue to incur losses in these quarters. The
results of operations for these interim periods are not necessarily indicative
of the results for the 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 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 and general economic
conditions.

YEAR 2000 READINESS DISCLOSURE

State of readiness
The Year 2000 issue is primarily the result of certain computer systems using a
two-digit format rather than four-digits to indicate the year.  Such computer
systems will, unless modified, be unable to interpret dates beyond the year
1999, causing errors and failures which may disrupt operations of such systems.
To address this issue, the Company has a comprehensive plan (the "Plan")
intended to ensure that all critical systems, devices and applications, as well
as data exchanged with customers, trade suppliers, and other third parties have
been evaluated and will be suitable for continued use into and beyond the year
2000.  In addition to areas normally associated with information technology
("IT"), the Plan also includes areas normally considered outside of IT, but
which may utilize embedded microprocessors with potential Year 2000 problems.

The Company's Year 2000 Project (the "Project") has been divided into four
phases: i) assessment, ii) remediation, iii) testing and certification and iv)
contingency planning. An assessment of all IT systems has been completed.  The
remediation of in-house systems is approximately 80% complete and is targeted
for completion by first quarter of fiscal 1999.* The Company expects that all
key hardware and software systems will be tested and determined to be compliant
by the end of the second quarter of fiscal 1999 with any remaining work on minor
systems scheduled for completion in the third quarter of fiscal 1999. Hardware
upgrades which were planned for growth and some which assist in Year 2000
compliance have been accelerated into fiscal 1998 and fiscal 1999.

The Company is in the process of surveying key vendors, suppliers and service
providers for their readiness.  This process is expected to be complete by the
second quarter of fiscal year 1999.*  Assessment of the risks associated with
vendors and third party service providers' failure to remediate their own Year
2000 issues will continue throughout the duration of the Project.

Costs to address Year 2000 issues
In addressing the Year 2000 Project, the Company has relied and continues to
rely primarily on internal resources, with supervised support from consultants
and contractors.  Internal costs, which are principally payroll for its
information systems personnel, are not separately tracked.  The costs for the
Year 2000 Project have not been and are not expected to be material.   Costs are
consistent with and included in the Company's operating budgets and, based on
information gathered to date, future Project costs are not expected to have a
material adverse effect on the results of operations in any period, on
liquidity, financial position or other information technology projects.*

Risks of the Year 2000 issues
The Company believes that its structured approach toward modifications of
existing software and conversions to new software for certain applications, as
discussed above, should mitigate significant disruption of its operations due to
potential Year 2000 problems.*  The Company has also identified areas of
potential third party risk which include communications systems, utilities and

                                       9

 
elements of the merchandise supply chain including procurement, transportation
and import activities.  The disruption of communications systems and utilities
could impact the Company's ability to operate its stores.  The inability of
principal suppliers to be Year 2000 compliant could result in delays in product
deliveries from such suppliers and disruption of the Company's distribution
channel.  There can be no assurance that related entities will achieve Year 2000
compliance or that the Company can timely compensate for its risks should such
entities fail to do so.  If the Company's internal systems are not adequately
remediated or if necessary modifications and conversions by other companies on
whose systems some of the Company's business processes depend are not completed
on time, the Year 2000 issue could have an adverse effect on the Company's
operations.

The Company's plans for expenditures to achieve Year 2000 compliance and the
date by which Year 2000 compliance will be achieved are based on management's
best estimates.  These estimates include certain assumptions about future
events, including the continued availability of certain resources.  However,
there can be no assurance that these estimates will be achieved, and because of
the complex interdependencies involved with Year 2000 issues, actual results
could differ materially from these estimates.  Because of the range of possible
issues and the large number of variables involved, it is impossible to quantify
the potential financial impact of problems if the Company's remediation efforts
or the efforts of those with whom it does business are not successful.

Contingency plans
The Company is developing contingency plans for critical business processes in
the event of compliance failure on the part of the Company or its business
partners including communications systems, utilities, suppliers and other
service providers. Contingency plans will be completed by approximately the
second quarter of fiscal 1999.*  However, there can be no assurance that such
contingency plans will address all of the Year 2000 issues which the Company
might ultimately encounter.

LIQUIDITY AND CAPITAL RESOURCES

The Company's primary uses for cash, other than to fund operating expenses, are
to support inventory requirements and for store expansion.  Historically, the
Company has financed its operations primarily from internally generated funds
and borrowings under the Company's credit facilities.  The Company believes that
its cash and cash equivalents, internally generated funds and available
borrowings under its revolving line of credit will be sufficient to finance its
working capital and capital expenditure requirements for the next 12 months.*

Net cash used in operating activities for the nine months ended October 31, 1998
totaled $20.6 million, a decrease of $9.8 million from the comparable period of
the prior fiscal year.  The decrease resulted primarily from the timing of
payments for merchandise inventories.  At October 31, 1998, average inventory
levels per store were consistent with the prior year.

Net cash used in investing activities, primarily for new stores, totaled $11.9
million for the nine months ended October 31, 1998.  In fiscal 1997, net cash
provided by investing activities of $1.3 million consisted of $10.6 million from
the sale of the San Francisco property, partially offset by $9.3 million of
property and equipment purchases, primarily for new stores.  The Company
estimates that capital expenditures will approximate $13.7 million in fiscal
1998.*

Net cash provided by financing activities was $5.9 million in the first nine
months of fiscal 1998, primarily as a result of net borrowings under the
Company's revolving line of credit and proceeds from stock issued under the
Company's stock option and stock purchase plans which were partially offset by
the repurchase of 150,001 shares of common stock for $3.8 million from the
Company's retiring Chief Executive Officer.  Net cash provided by financing
activities was $15.3 million in the nine months ended November 1, 1997 and
included $3.6 million of net borrowings under the Company's revolving credit
line and $12.0 million from the issuance of stock in connection with the October
1997 offering of the Company's common stock and the Company's stock option and
stock purchase plans.  Proceeds from the October 1997 offering were used to
repay outstanding borrowings and for working capital and other general corporate
purposes.

On October 12, 1998, the Company entered into a revolving line of credit
agreement with a bank, which expires June 1, 2000.  This agreement replaced the
Company's previous revolving line of credit agreement. The new agreement allows
for cash borrowing and letters of credit up to $20.0 million from January 1
through June 30 and up to $40.0 million from July 1 through December 31 of each
year.  Interest is paid monthly at the bank's reference rate minus 0.5% (7.50%
at October 31, 1998) or IBOR plus 1.125%, depending on the nature of the
borrowings.   The agreement is secured by the Company's inventory and
receivables.  The Company is subject to certain financial covenants customary
with such agreements.  At October 31, 1998, the Company had $7.6 million
outstanding borrowings under the line of credit and $1.3 million outstanding
under letters of credit.

                                       10

 
IMPACT OF NEW ACCOUNTING STANDARD

Effective February 1, 1998, Cost Plus, Inc. adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income."  This Statement
requires that all items recognized under accounting standards as components of
comprehensive income be reported in an annual financial statement that is
displayed with the same prominence as other annual financial statements.  This
Statement also requires that an entity classify items of other comprehensive
income by their nature in an annual financial statement.  For example, other
comprehensive income may include foreign currency translation adjustments,
minimum pension liability adjustments, and unrealized gains and losses on
marketable securities classified as available-for-sale.  Comprehensive income
does not differ from net income for the Company for the three and nine months
ended October 31, 1998 and November 1, 1997.

                                       11

 
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

   (a)  Exhibits

        10.1  Lease agreement between the Company and Square I, LLC for
              certain corporate office space located in Oakland, California.

        10.2  Business Loan Agreement, dated October 12, 1998, between the
              Company and Bank of America National Trust and Savings
              Association.

          27  Financial Data Schedule (submitted for SEC use only).

   (b)  Reports on Form 8-K

        No reports on Form 8-K were filed by the Company during the period
        covered by this report.

                                       12

 
                                   SIGNATURE
                                        
Pursuant to the requirements 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.
                                  ---------------------------------------------
                                  Registrant
                                  
                                  /s/  John F. Hoffner
                                  ---------------------------------------------
Date: December 14, 1998           By:  John F. Hoffner
                                       Executive Vice President, Administration 
                                       Chief Financial Officer

                                       13