On May 21, 2009, Cost Plus, Inc. (the "Company") issued a press release regarding its first quarter sales and earnings data in which it also provided initial guidance for the second quarter of fiscal 2009. A copy of the press release is attached as Exhibit 99.1 hereto.

Pursuant to General Instruction B.2 of Form 8-K, the press release attached as Exhibit 99.1 is not "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, but is instead furnished for purposes of that instruction.

(d) Exhibits.

          Exhibit
          Number    Description

           99.1     Press Release of Cost Plus, Inc. dated May 21, 2009.