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                               UNITED STATES                                OMB APPROVAL
                    SECURITIES AND EXCHANGE COMMISSION             ------------------------------
                          Washington, D.C. 20549                   OMB Number 3235-0145
                                                                   ------------------------------
                                                                   Expires:   February 28, 2009
                                                                   ------------------------------
                                                                   Estimated average burden
                                                                   hours per response . . . 11


                                  SCHEDULE 13G


                    Under the Securities Exchange Act of 1934
                                (Amendment No.1)

                                 Cost Plus, Inc.
-------------------------------------------------------------------------------
                                (Name of Issuer)

                                  Common Stock
-------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    221485105
-------------------------------------------------------------------------------
                                 (CUSIP Number)

                                December 31, 2006
-------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

        |x|       Rule 13d-1(b)

                  Rule 13d-1(c)

                  Rule 13d-1(d)


*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).








                                PAGE 1 OF 7 PAGES





----------------------                                    ---------------------
CUSIP No. 221485105                 13G                   Page  2  of  7  Pages
----------------------                                    ---------------------

-------------------------------------------------------------------------------
        
    1      NAME OF REPORTING PERSON
           I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).

           Manulife Financial Corporation

-------------------------------------------------------------------------------
    2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*      (a)  |_|
                                                                  (b)  |_|
           N/A
-------------------------------------------------------------------------------
    3      SEC USE ONLY

-------------------------------------------------------------------------------
    4      CITIZENSHIP OR PLACE OF ORGANIZATION

           Canada

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                       5     SOLE VOTING POWER

                             -0-
                       --------------------------------------------------------
    Number of          6     SHARED VOTING POWER
      Shares
   Beneficially              -0-
     Owned by          --------------------------------------------------------
       Each            7     SOLE DISPOSITIVE POWER
    Reporting
      Person                 -0-
       With            --------------------------------------------------------
                       8     SHARED DISPOSITIVE POWER

                             -0-
--------------------------------------------------------------------------------
    9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          None,  except  through its indirect,  wholly-owned  subsidiary,  MFC
          Global Investment  Management (U.S.A.) Limited
--------------------------------------------------------------------------------
   10     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

          N/A
--------------------------------------------------------------------------------
   11     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

          See line 9 above.
--------------------------------------------------------------------------------
   12     TYPE OF REPORTING PERSON*

          HC
--------------------------------------------------------------------------------

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!
                                PAGE 2 OF 7 PAGES





----------------------                                    ---------------------
CUSIP No. 221485105                 13G                   Page  3  of  7  Pages
----------------------                                    ---------------------

-------------------------------------------------------------------------------
        
    1      NAME OF REPORTING PERSON
           I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).

           MFC Global Investment Management (U.S.A) Limited

-------------------------------------------------------------------------------
    2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*      (a)  |_|
                                                                  (b)  |_|
           N/A
-------------------------------------------------------------------------------
    3      SEC USE ONLY

-------------------------------------------------------------------------------
    4      CITIZENSHIP OR PLACE OF ORGANIZATION

           Canada
-------------------------------------------------------------------------------
                       5     SOLE VOTING POWER

                             11,090
                       --------------------------------------------------------
    Number of          6     SHARED VOTING POWER
      Shares
   Beneficially              -0-
     Owned by          --------------------------------------------------------
       Each            7     SOLE DISPOSITIVE POWER
    Reporting
      Person                 11,090
       With            ---------------------------------------------------------
                       8     SHARED DISPOSITIVE POWER

                             -0-
-------------------------------------------------------------------------------
    9      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

           11,090
-------------------------------------------------------------------------------
   10      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

           N/A
-------------------------------------------------------------------------------
   11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

           .0502%
-------------------------------------------------------------------------------
   12      TYPE OF REPORTING PERSON*

           IA
-------------------------------------------------------------------------------

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!
                                PAGE 3 OF 7 PAGES



Attention:  Intentional  misstatements  or omissions of fact constitute  Federal
            criminal violations (See 18 U.S.C. 1001)

   Item 1(a)    Name of Issuer:
                Cost Plus, Inc.

   Item 1(b)    Address of Issuer's Principal Executive Offices:
                200 4th Street
                Oakland, California  94607

   Item 2(a)    Name of Person Filing:
                This filing is made on behalf of Manulife Financial  Corporation
                ("MFC"),  and MFC's  indirect,  wholly-owned  subsidiary,  MFC
                Global  Investment  Management  (U.S.A.) Limited ("MFC Global").

   Item 2(b)    Address of the Principal Offices:
                The principal business offices of MFC and MFC Global are located
                at 200 Bloor Street,  East, Toronto,  Ontario,  Canada, M4W 1E5.

   Item 2(c)    Citizenship:
                MFC and MFC Global  are  organized  and exist  under the laws of
                Canada.

   Item 2(d)    Title of Class of Securities:
                Common Stock

   Item 2(e)    CUSIP Number:
                221485105

   Item 3       If the Statement is being filed  pursuant to Rule  13d-1(b),  or
                13d-2(b), check whether the person filing is a:

                MFC:     (g) (X) Parent  Holding  Company,  in accordance  with
                                 ss.240.13d-1(b)(ii)(G).

                MFC
                Global:  (e) (X) Investment  Adviser registered under ss.203 of
                                 the Investment Advisers Act of 1940.

   Item 4       Ownership:

                (a) Amount   Beneficially   Owned:  MFC  Global  has  beneficial
                    ownership  of 11,090  shares of Common  Stock.  Through  its
                    parent-subsidiary  relationship  to MFC  Global,  MFC may be
                    deemed to have beneficial ownership of these same shares.

                (b) Percent of Class: Of the 22,084,239 shares outstanding as of
                    December 5, 2006, according to the issuer's quarterly report
                    on form 10-Q for the period ended  October 28, 2006,  MFC
                    Global held .0502%.


                           PAGE 4 OF 7 PAGES


               (c) Number of shares as to which the person has:

                   (i)  sole power to vote or to direct the vote:
                        MFC  Global  has  sole  power to vote or to  direct  the
                        voting of the  shares of  Common  Stock it  beneficially
                        owns.

                   (ii) shared power to vote or to direct the vote: -0-

                   (iii)sole power to dispose or  to direct the disposition of:
                        MFC  Global  has sole  power to dispose or to direct the
                        disposition   of  the   shares   of   Common   Stock  it
                        beneficially  owns.

                   (iv) shared power to dispose or to direct the disposition of:
                        -0-

   Item 5       Ownership of Five Percent or Less of a Class:
                If this  statement  is being filed to report the fact that as of
                the date  hereof  the  reporting  person  has  ceased  to be the
                beneficial  owner of more  than  five  percent  of the  class of
                securities, check the following {X}.


   Item 6       Ownership of More than Five Percent on Behalf of Another Person:
                Not applicable.

   Item 7       Identification and Classification of the Subsidiary which
                Acquired the Security Being Reported on by the Parent Holding
                Company:
                See Items 3 and 4 above.

   Item 8       Identification and Classification of Members of the Group:
                Not applicable.

   Item 9       Notice of Dissolution of a Group:
                Not applicable.

   Item 10      Certification:
                By signing below the undersigned certifies that, to the best of
                its knowledge and belief, the securities referred to above were
                acquired  and are held in the  ordinary  course of business and
                were not  acquired  and are not held for the purpose of or with
                the effect of changing or influencing the control of the issuer
                of the  securities  and were not  acquired  and are not held in
                connection with or as a participant in any  transaction  having
                that purpose or effect.


                             PAGE 5 OF 7 PAGES


                                 SIGNATURE

    After reasonable  inquiry and to the best of its knowledge and belief,  each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.


                                Manulife Financial Corporation


                                By:      /s/ Scott A. Lively
                                Name:    Scott A. Lively
Dated: February 2, 2007         Title:   Attorney in Fact*


                                MFC Global Investment Management (U.S.A) Limited


                                By:      /s/ Gordon Pansegrau
                                Name:    Gordon Pansegrau
Dated: February 2, 2007         Title:   General Counsel, Chief Compliance
                                         Officer & Secretary



* Signed  pursuant to a Power of Attorney dated January 31, 2007 included as an
  Exhibit to Schedule 13G filed with the Securities and Exchange  Commission by
  Manulife Financial Corporation on February 1, 2007.



                                PAGE 6 OF 7 PAGES


EXHIBIT A
                             JOINT FILING AGREEMENT
                             ----------------------

    Manulife Financial Corporation and MFC Global Investment Management (U.S.A.)
Limited agree that the  Terminated  Schedule 13G (Amendment No. 1) to which this
Agreement is attached, relating to the Common Stock of Cost Plus, Inc., is filed
on behalf of each of them.


                                Manulife Financial Corporation


                                By:      /s/ Scott A. Lively
                                Name:    Scott A. Lively
Dated: February 2, 2007         Title:   Attorney in Fact*


                                MFC Global Investment Management (U.S.A) Limited


                                By:      /s/ Gordon Pansegrau
                                Name:    Gordon Pansegrau
Dated: February 2, 2007         Title:   General Counsel, Chief Compliance
                                         Officer & Secretary



* Signed  pursuant to a Power of Attorney dated January 31, 2007 included as an
  Exhibit to Schedule 13G filed with the Securities and Exchange  Commission by
  Manulife Financial Corporation on February 1, 2007.


                                PAGE 7 OF 7 PAGES