RESTATED

                           ARTICLES OF INCORPORATION

                                      OF

                                COST PLUS, INC.

 

 

          The undersigned, Ralph D. Dillon and Alan E. Zimtbaum, hereby certify

that:

 

          I.   They are the duly elected and acting President and Secretary,

respectively, of Cost Plus, Inc., a California corporation (the "Corporation").

 

          II.  The Articles of Incorporation of the Corporation are amended and

restated to read in full as follows:

 

          FIRST: The name of this Corporation is COST PLUS, INC.

 

          SECOND: The purpose of the Corporation is to engage in any lawful act

     or activity for which a corporation may be organized under the General

     Corporation Law of California other than the banking business, the trust

     company business or the practice of a profession permitted to be

     incorporated by the California Corporations Code.

 

          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 30,000,000,

     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.

 

          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

     series subsequent to the issue of shares of that series.

 

          FOURTH:  Effective immediately following such time as the Corporation

     becomes a Listed Corporation (as defined in and within the meaning of

     Section 301.5 of the California General Corporation Law), there shall be no

     right with respect to shares of stock of the Corporation to cumulate votes

     in the election of directors.

<PAGE>

 

          FIFTH:  (a)  Limitation of Directors' Liability.  The  liability  of

                       ----------------------------------                     

     the  directors of the Corporation for monetary damages shall be eliminated

     to the fullest extent permissible under California law.

 

          (b) Indemnification of Corporate Agents.  The Corporation is

              -----------------------------------                    

     authorized to provide indemnification of agents (as defined in Section 317

     of the California General Corporation Law) to the fullest extent

     permissible under California law.

 

          (c) Repeal or Modification.  Any repeal or modification of the

              ----------------------                                   

     foregoing provisions of this Article FIFTH shall not adversely affect any

     right of indemnification or limitation of liability of an agent of the

     Corporation relating to acts or omissions occurring prior to such repeal or

     modification.

 

     III. The foregoing Amended and Restated Articles of Incorporation has been

duly approved by the Board of Directors and by the required vote of shareholders

in accordance with Sections 902 and 903 of the California General Corporation

Law.  The Corporation has 5,909,723 shares of Common Stock outstanding.  The

number of votes in favor of the foregoing amendment and restatement equaled or

exceeded the vote required.  The percentage vote required for the approval of

the amendment was not less than 66  % of the outstanding shares of Common Stock.

                                  --

<PAGE>

 

          The undersigned declare under penalty of perjury under the laws of the

State of California that they have read the foregoing certificate and know the

contents to be true of their own knowledge.

 

Executed at Oakland, California.

 

Dated: March ___, 1996

 

 

                                    Ralph D. Dillon

                                       President

 

 

 

 

                                    Alan E. Zimtbaum

                                       Secretary

 

 

 
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
<PAGE>
 
     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.
 
 
 
                [Remainder of the page intentionally left blank]
<PAGE>
 
     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

 

 

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 67,500,000, 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. The Company has no
shares of Preferred Stock outstanding. Pursuant to Section 902(c) of the
California Corporations Code, shareholder approval of this amendment is not
required.
<PAGE>
 
     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 October 1, 1999.
 
     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 September 20, 1999.
 
                                         /s/ Murray H. Dashe
                                         -------------------
                                         Murray H. Dashe
                                         President and Chief Executive Officer
 
                                         /s/ John F. Hoffner
                                         -------------------
                                         John F. Hoffner, Secretary
 

 

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