EXHIBIT 3.1

                            CERTIFICATE OF AMENDMENT
                    OF RESTATED ARTICLES OF INCORPORATION OF
                                COST PLUS, INC.


     MURRAY H. DASHE and JOHN F. HOFFNER certify that:

1.       They are the President and Chief Executive Officer, and the Secretary,
     respectively, of COST PLUS, INC. a California corporation.

2.       Article THIRD of the Restated Articles of Incorporation of this
     corporation is amended to read in its entirety as follows:


"    THIRD:  The Corporation is authorized to issue two classes of stock
designated "Common Stock" and "Preferred Stock."  The number of shares of Common
Stock which the Corporation is authorized to issue is 45,000,000, par value
$0.01 per share.  The number of shares of Preferred Stock which the Corporation
is authorized to issue is 5,000,000, par value $0.01 per share.  Upon the
amendment of this Article III as set forth herein, each two (2) outstanding
shares of Common Stock shall be split up and converted into three (3) shares of
Common Stock.

     The Preferred Stock may be issued from time to time in one or more series
pursuant to a resolution or resolutions providing for such issue duly adopted by
the Board of Directors (authority to do so being hereby expressly vested in the
Board).  The Board of Directors is authorized to determine or alter the rights,
preferences, privileges and restrictions granted to or imposed upon any wholly
unissued series of Preferred Stock and to fix the number of shares of any series
of Preferred Stock and the designation of any such series of Preferred Stock.
The Board of Directors, within the limits and restrictions stated in any
resolution or resolutions of the Board of Directors originally fixing the number
of shares constituting any series, may increase or decrease (but not below the
number of shares in any such series then outstanding) the number of shares of
any such series subsequent to the issue of shares of that series."


3.   The foregoing amendment of the Restated Articles of Incorporation has been
     duly approved by the Board of Directors.

4.   The amendment which has been made hereby to the Restated Articles of
     Incorporation is to effect a three-for-two stock split of the Common shares
     and to increase the authorized


     Common shares proportionately. Pursuant to Section 902(c) of the California
     Corporations Code, shareholder approval of this amendment is not required.

5.   Pursuant to Section 110(c) of the California Corporations Code, the
     foregoing amendment of the Restated Articles of Incorporation of this
     corporation shall become effective at the close of business on March 1,
     1999.



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     Each of the undersigned declare under penalty of perjury under the laws of
the State of California that the matters set forth in the foregoing certificate
are true of his or her own knowledge.

     Executed at Oakland, California on February 16, 1999.



                                /s/ Murray H. Dashe
                                -----------------------------------------
                                Murray H. Dashe, President
                                 and Chief Executive Officer



                                /s/ John F. Hoffner
                                -----------------------------------------
                                John F. Hoffner, Secretary