Exhibit 3.1

                                                         Page 60 of 181 <PAGE>

                CERTIFICATE OF INCORPORATION
           
                             of
                              
        BURLINGTON COAT FACTORY WAREHOUSE CORPORATION
                               
   
          FIRST:    The name of the Corporation is
   
       Burlington Coat Factory Warehouse Corporation.
                               
          SECOND:   The address of the registered office
   of the Corporation in the State of Delaware is 306 South
   State Street, in the City of Dover, County of Kent. The
   name of its registered agent at that address is the United
   States Corporation Company.
   
          THIRD:    The purpose of the Corporation is to
   engage in any lawful act or activity for which a corpora-
   tion may be organized under the General Corporation Law of
   Delaware as set forth in Title 8 of the Delaware Code (the
   "GCL").
   
          FOURTH:   I. The total number of shares of stock
   which the Corporation shall have authority to issue is
   55,000,000 shares of which 50,000,000 shares, par value
   $1.00 per share, shall be of a class designated "Common
   Stock" and of which 5,000,000 shares, par value $1.00 per
   share, shall be designated "Preferred Stock."
   
          II.  The Board of Directors of the Corporation
   is authorized, subject to limitations prescribed by law
   and the provisions of this Article FOURTH, to provide for
   the issuance from time to time in one or more series of
   any number of shares of Preferred Stock, and, by filing a
   certificate pursuant to the GCL, to establish the number
   of shares to be included in each such series, and to fix
   the designation, relative rights, preferences, qualifica-
   tions and limitations of the shares of each such series.
   The authority of the Board of Directors with respect to
   each series shall include, but not be limited to, deter-
   mination of the following:


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                                                        Page 61 of 181 <PAGE>


          A.   The number of shares constituting that
        series and the distinctive designation of that
        series;
   
          B.   The dividend rate on the shares of
        that series, whether dividends shall be cumula-
        tive, and, if so, from which date or dates, and
        whether they shall be payable in preference to,
        or in another relation to, the dividends payable
        on any other class or classes or series of
        stock;
   
          C.   Whether that series shall have voting
        rights, in addition to the voting rights pro-
        vided by law, and, if so, the terms of such
        voting rights;
   
          D.   Whether that series shall have conver-
        sion or exchange privileges, and, if so, the
        terms and conditions of such conversion or
        exchange, including provision for adjustment of
        the conversion or exchange rate in such events
        as the Board of Directors shall determine;
   
          E.   Whether or not the shares of that
        series shall be redeemable, and, if so, the
        terms and conditions of such redemption, in-
        cluding the manner of selecting shares for
        redemption if less than all shares are to be
        redeemed, the date or dates upon or after which
        they shall be redeemable, and the amount per
        share payable in case of redemption, which
        amount may vary under different conditions and
        at different redemption dates;
   
          F.   Whether that series shall be entitled
        to the benefit of a sinking fund to be applied
        to the purchase or redemption of shares of that
        series, and, if so, the terms and amounts of
        such sinking fund;
   
          G.   The right of the shares of that series
        to the benefit of conditions and restrictions
        upon the creation of indebtedness of the Corpo-
        ration or any subsidiary, upon the issue of any
        additional stock (including additional shares of
        such series or of any other series) and upon the
        payment of dividends or the making of other
        distributions on, and the purchase, redemption
        or other acquisition by the Corporation or any
        subsidiary of any outstanding stock of the
        Corporation;


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                                                         Page 62 of 181 <PAGE>
      
   

         H.   The right of the shares of that series
        in the event of any voluntary or involuntary
        liquidation, dissolution or winding up of the
        Corporation and whether such rights shall be in
        preference to, or in another relation to, the
        comparable rights of any other class or classes
        or series of stock; and
   
           I.   Any other relative, participating, optional
        or other special rights, qualifications, limitations
        or restrictions of that series.
   
          III.  Shares of any series of Preferred Stock
   which have been redeemed (whether through the operation of
   a sinking fund or otherwise) or which, if convertible or
   exchangeable, have been converted into or exchanged for
   shares of stock of any other class or classes shall have
   the status of authorized and unissued shares of Preferred
   Stock of the same series and may be reissued as a part of
   the series of which they were originally a part or may be
   reclassified and reissued as part of a new series of
   Preferred Stock to be created by resolution or resolutions
   of the Board of Directors or as part of any other series
   of Preferred Stock, all subject to the conditions and the
   restrictions on issuance set forth in the resolution or
   resolutions adopted by the Board of Directors providing
   for the issue of any series of Preferred Stock.
   
          IV.  Subject to the provisions of any applicable
   law, or except as otherwise provided by the resolution or
   resolutions providing for the issue of any series of
   Preferred Stock, the holders of outstanding shares of
   Common Stock shall exclusively possess voting power for
   the election of directors and for all other purposes, each
   holder of record of shares of Common Stock being entitled
   to one vote for each share of Common Stock standing in his
   name on the books of the Corporation.
   
          V.   Except as otherwise provided by the resolu-
   tion or resolutions providing for the issue of any series
   of Preferred Stock, after payment shall have been made to
   
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                                                         Page 63 of 181 <PAGE>

   the holders of Preferred Stock of the full amount of
   dividends to which they shall be entitled pursuant to the
   resolution or resolutions providing for the issue of any
   series of Preferred Stock, the holders of Common Stock
   shall be entitled, to the exclusion of the holders of
   Preferred Stock of any and all series, to receive such
   dividends as from time to time may be declared by the
   Board of Directors.
   
          VI.    Except as otherwise provided by the reso-
   lution or resolutions providing for the issue of any
   series of Preferred Stock, in the event of any liquida-
   tion, dissolution or winding up of the Corporation,
   whether voluntary or involuntary, after payment shall have
   been made to the holders of Preferred Stock of the full
   amount to which they shall be entitled pursuant to the
   resolution or resolutions providing for the issue of any
   series of Preferred Stock, the holders of Common Stock
   shall be entitled, to the exclusion of the holders of
   Preferred Stock of any and all series, to share, ratably
   according to the number of shares of Common Stock held by
   them, in all remaining assets of the Corporation available
   for distribution to its stockholders.
   
          VII.   The number of authorized shares of any
   class may be increased or decreased by the affirmative
   vote of the holders of a majority of the stock of the
   Corporation entitled to vote.
   
          FIFTH:   The name and mailing address of the
   Sole Incorporator is as follows:
   
     Name               Mailing Address
   
   Nesa E. Hassanein        c/o Skadden, Arps, Slate,
                                Meagher & Flom
                            919 Third Avenue
                            New York, New York 10022
   
          SIXTH:    I. The business and affairs of the
   Corporation shall be managed by or under the direction of
   a Board of Directors consisting of not less than three
   directors, the exact number of directors to be determined
   from time to time by resolution adopted by the affirmative
   vote of a majority of the entire Board of Directors.  Any
   vacancy on the Board of Directors that results from an
   increase in the number of directors may be filled by a
   majority of the Board of Directors then in office, and


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                                                         Page 64 of 181 <PAGE>


   any other vacancy occurring in the Board of Directors may
   be filled by a majority of the directors then in office,
   although less than a quorum, or by a sole remaining di-
   rector.
   
          Notwithstanding the foregoing, whenever the
   holders of any one or more classes or series of Preferred
   Stock issued by the Corporation shall have the right,
   voting separately by class or series, to elect directors
   at an annual or special meeting of stockholders, the
   election, term of office, filling of vacancies and other
   features of such directorships shall be governed by the
   terms of this Certificate of Incorporation applicable
   thereto.
   
          II.  Except to the extent prohibited by law, the
   Board of Directors shall have the right (which, to the
   extent exercised, shall be exclusive) to establish the
   rights, powers, duties, rules and procedures that from
   time to time shall govern the Board of Directors and each
   of its members, including without limitation the vote
   required for any action by the Board of Directors, and
   that from time to time shall affect the directors' power
   to manage the business and affairs of the Corporation; and
   no By-Law shall be adopted by stockholders which shall
   impair or impede the implementation of the foregoing.
   
          SEVENTH:  Meetings of stockholders may be held
   within or without the State of Delaware, as the By-Laws
   may provide. The books of the Corporation may be kept
   (subject to any provision contained in the statutes)
   outside the State of Delaware at such place or places as
   may be designated from time to time by the Board of Di-
   rectors or in the By-Laws of the Corporation.
   
          EIGHTH:   Whenever a compromise or arrangement
   is proposed between the Corporation and its creditors or
   any class of them and/or between the Corporation and its
   stockholders or any class of them, any court of equitable
   jurisdiction within the State of Delaware may, on the
   application in a summary way of the Corporation or of any
   creditor or stockholder thereof or on the application of
   any receiver or receivers appointed for the Corporation
   under the provisions of Section 291 of Title 8 of the GCL
   or on the application of trustees in dissolution or of any
   receiver or receivers appointed for the Corporation 


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                                                         Page 65 of 181 <PAGE>

   under the provisions of Section 279 of Title 8 of the GCL,
   order a meeting of the creditors or class of creditors, and/or
   of the stockholders or class of stockholders of the
   Corporation, as the case may be, to be summoned in such
   manner as the said court directs.  If a majority in number
   representing three-fourths in value of the creditors or
   class of creditors, and/or of the stockholders or class of
   stockholders of the Corporation, as the case may be, agree
   to any compromise or arrangement and to any reorganization
   of the Corporation as a consequence of such compromise or
   arrangement, the said compromise or arrangement and the
   said reorganization shall, if sanctioned by the court to
   which the said application has been made, be binding on
   all the creditors or class of creditors, and/or on all the
   stockholders or class of stockholders, of the Corporation,
   as the case may be, and also on the Corporation.
   
          NINTH: I. Subject to paragraph III of this
   Article NINTH, the Corporation shall indemnify any person
   who was or is a party or is threatened to be made a party
   to any threatened, pending or completed action, suit or
   proceeding, whether civil, criminal, administrative or
   investigative (other than an action by or in the right of
   the Corporation) by reason of the fact that he is or was a
   director, officer, employee or agent of the Corporation
   (for purposes of this Article NINTH, "Corporation" shall
   include Burlington Coat Factory Warehouse, a New Jersey
   corporation), or is or was serving at the request of the
   Corporation as a director, officer, employee or agent of
   another corporation, partnership, joint venture, trust or
   other enterprise, against expenses (including attorneys'
   fees), judgments, fines and amounts paid in settlement
   actually and reasonably incurred by him in connection with
   such action, suit or proceeding if he acted in good faith
   and in a manner he reasonably believed to be in or not
   opposed to the best interests of the Corporation,
   provided, however, that with respect to any such action,
   suit or proceeding voluntarily initiated by any such
   person, indemnification shall be mandatory only if the
   initiation of such action, suit or proceeding was autho-
   rized by a majority of the entire Board of Directors or if
   such person has been successful on the merits, and, with
   respect to any criminal action or proceeding, had no
   reasonable cause to believe his conduct was unlawful. The
   termination of any action, suit or proceeding by judgment,
   order, settlement, conviction, or upon a plea


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                                                         Page 66 of 181 <PAGE>


   of nolo contendere or its equivalent, shall not, of it-
   self, create a presumption that the person did not act in
   good faith and in a manner which he reasonably believed to
   be in or not opposed to the best interests of the
   Corporation, and, with respect to any criminal action or
   proceeding, had reasonable cause to believe that his
   conduct was unlawful.
   
          II.  Subject to paragraph III of this Article
   NINTH, the Corporation shall indemnify any person who was
   or is a party or is threatened to be made a party to any
   threatened, pending or completed action or suit by or in
   the right of the Corporation to procure a judgment in its
   favor by reason of the fact that he is or was a director,
   officer, employee or agent of the Corporation, or is or
   was serving at the request of the Corporation as a direc-
   tor, officer, employee or agent of another corporation,
   partnership, joint venture, trust or other enterprise
   against expenses (including attorneys' fees) actually and
   reasonably incurred by him in connection with the defense
   or settlement of such action or suit if he acted in good
   faith and in a manner he reasonably believed to be in or
   not opposed to the best interests of the Corporation;
   except that no indemnification shall be made in respect of
   any claim, issue or matter as to which such person shall
   have been adjudged to be liable for negligence or
   misconduct in the performance of his duty to the Corpora-
   tion unless and only to the extent that the Court of
   Chancery or the court in which such action or suit was
   brought shall determine upon application that, despite the
   adjudication of liability but in view of all the
   circumstances of the case, such person is fairly and
   reasonably entitled to indemnity for such expenses which
   the Court of Chancery or such other court shall deem
   proper.
   
          III. Any indemnification under this Article
   NINTH (unless ordered by a court) shall be made by the
   Corporation only as authorized in the specific case upon a
   determination that indemnification of the director,
   officer, employee or agent is proper in the circumstances
   because he has met the applicable standard of conduct set
   forth in paragraphs I and II of this Article NINTH, as the
   case may be. Such determination shall be made (i) by the
   Board of Directors by a majority vote of a quorum
   consisting of directors who were not parties to such
   action, suit or proceeding, or (ii) if such a quorum is
   not obtainable, or, even if obtainable a quorum of disin-


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                                                         Page 67 of 181 <PAGE>


   terested directors so directs, by independent legal coun-
   sel in a written opinion, or (iii) by the stockholders. To
   the extent, however, that a director, officer, employee or
   agent of the Corporation has been successful on the merits
   or otherwise in defense of any action, suit or proceeding
   described above, or in defense of any claim, issue or
   matter therein, he shall be indemnified against expenses
   (including attorneys' fees) actually and reasonably
   incurred by him in connection therewith, without the
   necessity of authorization in the specific case.
   
          IV.  For purposes of any determination under
   paragraph III of this Article NINTH, a person shall be
   deemed to have acted in good faith and in a manner he
   reasonably believed to be in or not opposed to the best
   interests of the Corporation, or, with respect to any
   criminal action or proceeding, to have had no reasonable
   cause to believe his conduct was unlawful, if his action
   is based on the records or books of account of the Corpo-
   ration or another enterprise, or on information supplied
   to him by the officers of the Corporation or another
   enterprise in the course of their duties, or on the advice
   of legal counsel for the Corporation or another enterprise
   or on information or records given or reports made to the
   Corporation or another enterprise by an independent
   certified public accountant or by an appraiser or other
   expert selected with reasonable care by the Corporation or
   another enterprise.  The term "another enterprise" as used
   in this paragraph IV shall mean any other corporation or
   any partnership, joint venture, trust or other enterprise
   of which such person is or was serving at the request of
   the Corporation as a director, officer, employee or agent.
   The provisions of this paragraph IV shall not be deemed to
   be exclusive or to limit in any way the circumstances in
   which a person may be deemed to have met the applicable
   standard of conduct set forth in paragraphs I and II of
   this Article NINTH, as the case may be.
   
          V.   Notwithstanding any contrary determination
   in the specific case under paragraph III of this Article
   NINTH, and notwithstanding the absence of any determina-
   tion thereunder, any director, officer, employee or agent
   may apply to any court of competent jurisdiction in the
   State of Delaware for indemnification to the extent oth-
   erwise permissible under paragraphs I and II of this
   Article NINTH.  The basis of such indemnification by a
   court shall be a determination by such court that indem-


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                                                         Page 68 of 181 <PAGE>
   nification of the director, officer, employee or agent is
   proper in the circumstances because he has met the appli-
   cable standards of conduct set forth in paragraphs I and
   II of this Article NINTH, as the case may be.  Notice of
   any application for indemnification pursuant to this
   paragraph V shall be given to the Corporation promptly
   upon the filing of such application.
   
          VI.  Expenses incurred in defending or investi-
   gating a threatened or pending criminal or civil action,
   suit or proceeding may be paid by the Corporation in
   advance of the final disposition of such action, suit or
   proceeding as authorized by the Board of Directors in the
   specific case upon receipt of an undertaking by or on
   behalf of the director, officer, employee or agent to
   repay such amount unless it shall ultimately be determined
   that he is entitled to be indemnified by the Corporation
   as authorized in this Article NINTH.
   
          VII.   The indemnification provided by this
   Article NINTH shall not be deemed exclusive of any other
   rights to which those seeking indemnification may be
   entitled under any By-Law, agreement, contract, vote of
   stockholders or disinterested directors or pursuant to the
   direction (howsoever embodied) of any court of competent
   jurisdiction or otherwise, both as to action in their of-
   ficial capacity and as to action in another capacity while
   holding such office, it being the policy of the
   Corporation that indemnification of the persons specified
   in paragraphs I and II of this Article NINTH shall be made
   to the fullest extent permitted by law.  The provisions of
   this Article NINTH shall not be deemed to preclude the
   indemnification of any person who is not specified in
   paragraphs I and II of this Article NINTH but whom the
   Corporation has the power or obligation to indemnify under
   the provisions of the GCL or otherwise.  The
   indemnification provided by this Article NINTH shall
   continue as to a person who has ceased to be a director,
   officer, employee or agent and shall inure to the benefit
   of the heirs, executors and administrators of such a
   person.
   
          VIII.  The Corporation may purchase and maintain
   insurance on behalf of any person who is or was a
   director, officer, employee or agent of the Corporation,
   or is or was serving at the request of the Corporation as
   a director, officer, employee or agent of another corpo-
   ration, partnership, joint venture, trust or other enter-


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                                                         Page 69 of 181 <PAGE>
   prise, against any liability asserted against him and
   incurred by him in any such capacity, or arising out of
   his status as such, whether or not the Corporation would
   have the power or the obligation to indemnify him against
   such liability under the provisions of this Article NINTH.
   
          IX.  For purposes of this Article NINTH, refer-
   ences to "the Corporation" shall include, in addition to
   the resulting corporation, any constituent corporation
   (including any constituent of a constituent) absorbed in a
   consolidation or merger which, if its separate existence
   had continued, would have had power and authority to
   indemnify its directors officers, and employees or agents,
   so that any person who is or was a director, officer,
   employee or agent of such constituent corporation, or is
   or was serving at the request of such constituent
   corporation as a director, officer, employee or agent of
   another corporation, partnership, joint venture, trust or
   other enterprise, shall stand in the same position under
   the provisions of this Article NINTH with respect to the
   resulting or surviving corporation as he would have with
   respect to such constituent corporation if its separate
   existence had continued.
   
          X.   For purposes of this Article NINTH, refer-
   ences to "other enterprise" shall include employee benefit
   plans; references to "fines" shall include any excise
   taxes assessed on a person with respect to any employee
   benefit plan; and references to "serving at the request of
   the Corporation" shall include any service as a director,
   officer, employee or agent of the Corporation which
   imposes duties on, or involves services by, such director,
   officer, employee, or agent with respect to an employee
   benefit plan, its participants, or beneficiaries; and a
   person who acted in good faith and in a manner he
   reasonably believed to be in the interest of the partici-
   pants and beneficiaries of an employee benefit plan shall
   be deemed to have acted in a manner "not opposed to the
   best interests of the Corporation" as referred to in this
   Article NINTH.
   
          TENTH:    The Corporation reserves the right to
   amend, alter, change or repeal any provision contained in
   this Certificate of Incorporation, in the manner now or
   hereafter prescribed by statute, and all rights conferred


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                                                         Page 70 of 181 <PAGE>

   upon stockholders herein are granted subject to this
   reservation.
   
   I, THE UNDERSIGNED, being the incorporator
   hereinbefore named, for the purpose of forming a corpora-
   tion pursuant to the GCL, do make this Certificate, hereby
   declaring and certifying that this is my act and deed and
   the facts herein stated are true, and accordingly have
   hereunto set my hand this 20th day of April, 1983.
                                     

                                      /s/Nesa E. Hassanein
                                      _____________________  

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                                                         Page 71 of 181 <PAGE>
   

   
   
               STATE OF DELAWARE        
               KENT COUNTY
               RECORDED, In the Office for the Recording of Deeds, Etc. 
               at Dover, In and for the said County of Kent, In Corp.
               Record      V         Vol.    80        Page    257      Etc.
               the    20th        day of    April         A. D. 19 83   
               WITNESS my Hand and the Seal of said office.
   
                                   /s/ Robert J. Donaway
                                   ____________________ , Recorder
   
                                                              
                              
                                                          Page 72 of 181 <PAGE>
     
                 
                 
                 
                 
                 
                            State
                             of
                               
                          DELAWARE
                              
                              
                Office of SECRETARY OF STATE
                               
   I, Glenn C. Kenton, Secretary of State of the State of Delaware,
   do hereby certify that the attached is a true and correct copy of
   Certificate of                             Amendment                        
   filed in this office on               April 27, 1983.         
                               


                         
                                     /s/ Glenn C. Keaton
                                    ___________________________________
    RECEIVED FOR RECORD             Glenn C. Kenton, Secretary of State
                                    BY:  /s/ L. King
                                        ______________
                                  DATE: April 27, 1983                      
                      


                    Form 130
                           
                           
                                                         Page 73 of 181 <PAGE>

                           
                   CERTIFICATE OF AMENDMENT
                              
                           OF THE 
                              
                CERTIFICATE OF INCORPORATION
                              
                             OF 
                              
        Burlington Coat Factory Warehouse Corporation
                              
          -----------------------------------------
                              
            In accordance with the provisions of
           Section 242 of the General Corporation
                Law of the State of Delaware
                              
           --------------------------------------
                               
              The undersigned officers of Burlington Coat
    Factory Warehouse Corporation (the "Corporation"), a
    corporation organized and existing under the laws of the
    State of Delaware, do hereby certify as follows:

              FIRST:    That the Board of Directors of the
    Corporation has duly adopted, by unanimous written con-
    sent in lieu of a meeting of the Board of Directors,
    resolutions to amend the Certificate of Incorporation of
    the Corporation by adding a new Article ELEVENTH which
    shall be and read in its entirety as follows:

              "ELEVENTH:     The By-Laws of the
             Corporation may be amended, altered, changed or
             repealed, in whole or in part, and any new By-Law adopted,
             by the affirmative vote of (i) the  holders of a
             majority of the outstanding shares
             of stock of the Corporation entitled to vote
             thereon, subject to paragraph II of Article
             SIXTH of this Certificate of Incorporation, or
             (ii) a majority of the entire Board of Direc-
             tors."
                                                         Page 74 of 181 <PAGE>

             SECOND:   That such amendment to the
    Certificate of Incorporation of the Corporation has been
    duly adopted in accordance with the provisions of the
    General Corporation Law of the State of Delaware by the
    written consent of the holders of not less than a
    majority of the outstanding stock entitled to vote
    thereon and that written notice of the corporate action
    has been given to those stockholders of the Corporation
    who have not so consented in writing, all in accordance
    with the provisions of Section 228 of the General
    Corporation Law of the State of Delaware.
         
            IN WITNESS WHEREOF, we, the undersigned, do
    make this Certificate of Amendment, hereby declaring and
    certifying that this is the act and deed of the Corpora-
    tion and that the facts herein stated are true, and ac-
    cordingly have hereunto set our hands this 27th day of
    April, 1983.
                                       /s/ Monroe G. Milstein
                                       ______________________ 
                                       Monroe G. Milstein
                                       President
    
                       Attest:
                                      /s/ Henrietta Milstein
                                       ______________________                  
                                       Henrietta Milstein
                                       Secretary
                              
                              2
                               
                                                          Page 75 of 181 <PAGE>
   

   
              STATE OF DELAWARE        
              KENT COUNTY
              RECORDED, In the Office for the Recording of Deeds, Etc. 
              at Dover, In and for the said County of Kent, In Corp.
              Record      Z         Vol.    80        Page    201      Etc.
              the    28th        day of    April         A. D. 19 83   
              WITNESS my Hand and the Seal of said office.
                                 /s/Robert J. Donaway
                                 ___________________ , Recorder
   
   
   
                                                         Page 76 of 181 <PAGE>
   
   
   
                      State of Delaware
                              
                              
                              
                Office of Secretary of State 
                              
                                                                      
   
   
    I, MICHAEL HARKINS. SECRETARY OF STATE OF THE STATE OF
   DELAWARE DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND 
   COPY OF THE CERTIFICATE OF AMENDMENT OF BURLINGTON COAT
   FACTORY WAREHOUSE CORPORATION FILED IN THIS OFFICE ON THE
   TWENTY-SEVENTH DAY OF MARCH. A.D. 1987, AT 9 O'CLOCK A.M.
   
   
   
    RECEIVED FOR RECORD
         RECORDER
    $3.00 STATE DOCUMENT FEE PAID
                            /s/ Michael Harkins
                           _______________________________________
                             Michael Harkins, Secretary of State
                        AUTHENTICATION:     | 1187019
   

                                                         Page 77 of 181 <PAGE>
 
                  CERTIFICATE OF AMENDMENT
                           TO THE
                CERTIFICATE OF INCORPORATION
                             OF
        BURLINGTON COAT FACTORY WAREHOUSE CORPORATION
                               
          (Pursuant to Section 242 of the Delaware
                  General Corporation Law)
                               
   IT is hereby certified that:
             
          1.   The Certificate of Incorporation of Burlington Coat Factory
   Warehouse Corporation (the "Corporation") was filed by the Secretary of
   State of Delaware on April 20, 1983.
   
          2.   The following amendment to the Certificate of Incorporation of
   the Corporation was duly adopted by at least a majority of the outstanding
   stock of the Corporation entitled to vote thereon at a meeting duly called
   and held on March 25, 1987 pursuant to the provisions of Sections 222 and 
   242 of the Delaware General Corporation Law:
   
                 (1)    Article NINTH of the Certificate of Incorporation is
             hereby amended by deleting paragraphs I through VIII, inclusive,
             thereof and replacing them with the following:
             
                  I.    Elimination of Certain Liability of Directors.   
             A director of the Corporation shall not be personally liable to
             the Corporation or its stockholders for monetary damages for
             breach of fiduciary duty as a director, except for liability (i)
             for any breach of the director's duty of loyalty to the 
             Corporation or its stockholders, (ii) for acts or omissions not
             in good faith or which involve intentional  misconduct or a
             knowing violation of law, (iii) under Section 174 of the
             Delaware General Corporation Law, or (iv) for any transaction 
             from which the director derived an improper personal benefit.
             
   II.    Indemnification and Insurance.
                
                 (a) Right to Indemnification.  Each person who was or is
             made a party or is threatened to be made a party to or is 
             involved in any threatened, pending or completed action, suit
             or proceeding, whether civil, criminal, administrative or
             investigative (hereinafter a "proceeding"), by reason of the 
             fact that he or she, or a person of whom he or she is the legal
             representative, is or was a director or officer of the Corporation 

                                                         Page 78 of 181 <PAGE>

             (for the purposes of this Article NINTH, "Corporation"
             shall include Burlington Coat Factory Warehouse, a New Jersey
             corporation) or is or was serving at the request of the
             Corporation as a director, officer, employee or agent of another
             corporation or of a partnership, joint venture, trust or other
             enterprise, including service with respect to employee benefit
             plans, whether the basis of such proceeding is alleged action
             in an official capacity as a director, officer, employee or
             agent or in any other capacity while serving as a director,
             officer, employee or agent, shall be indemnified and held
             harmless by the Corporation to the fullest extent authorized
             by the Delaware General Corporation Law, as the same exists
             or may hereafter be amended (but, in the case of any such 
             amendment, only to the extent that such amendment permits the
             Corporation to provide broader indemnification rights than said
             law permitted the Corporation to provide prior to such 
             amendment), against all expense, liability and loss (including
             attorneys' fees, judgments, fines, ERISA excise taxes or
             penalties and amounts paid or to be paid in settlement)
             reasonably incurred or suffered by such person in connection
             therewith and such indemnification shall continue as to a
             person who has ceased to be a director, officer, employee or
             agent and shall inure to the benefit of his or her heirs,
             executors and administrators; provided, however, that, except as
             provided in paragraph (b) hereof, the Corporation shall
             indemnify any such person seeking indemnification in connection
             with a proceeding (or part thereof) initiated by such person
             only if such proceeding (or part thereof) was authorized by the
             board of directors of the Corporation.  The right to indemnif-
             ication conferred in this Paragraph shall be a contract right
             and shall include the right to be paid by the Corporation
             the expenses incurred in defending any such proceeding in 
             advance of its final disposition; provided, however, that, if 
             the Delaware General Corporation Law requires, the payment of 
             such expenses incurred by a director or officer in his or her
             capacity as a director or officer (and not in any other capacity
             in which service was or is rendered by such person while a
             director or officer, including, without limitation, service to an
             employee benefit plan) in advance of the final disposition of a
             proceeding, shall be made only upon delivery to the Corporation
             of an undertaking, by or on behalf of such director or officer,
             to repay all amounts so advanced if it shall ultimately be
             determined that such director or officer is not entitled to be
             indemnified under this Paragraph or otherwise.  The Corporation
             may, by action of its Board of Directors, provide indemni-
             fication to employees and agents of the Corporation with the 
             same scope and effect as the foregoing indemnification of
             directors and officers.
             

                                 2
                                                         Page 79 of 181 <PAGE>
      

             (b)    Right of Claimant to Bring Suit.     If a claim under
             subparagraph (a) of this Paragraph is not paid in full by the
             Corporation within thirty days after a written claim has been
             received by the Corporation, the claimant may at any time
             thereafter bring suit against the Corporation to recover the
             unpaid amount of the claim and, if successful in whole or in
             part, the claimant shall be entitled to be paid also the expense
             of prosecuting such claim. It shall be a defense to any
             such action (other than an action brought to enforce a claim for
             expenses incurred in defending any proceeding in advance of its
             final disposition where the required undertaking, if any is
             required, has been tendered to the Corporation) that the
             claimant has not met the standards of conduct which make it
             permissible under the Delaware General Corporation Law for the
             Corporation to indemnify the claimant for the amount claimed,
             but the burden of proving such defense shall be on the
             Corporation.  Neither the failure of the Corporation (including
             its Board of Directors, independent legal counsel, or its
             stockholders) to have made a determination prior to the
             commencement of such action that indemnification of the claimant
             is proper in the circumstances because he or she has met the
             applicable standard of conduct set forth in the Delaware General
             Corporation Law, nor an actual determination by the
             Corporation (including its Board of Directors, independent legal
             counsel, or its stockholders) that the claimant has not met such
             applicable standard or conduct, shall be a defense to the action
             or create a presumption that the claimant has not met the
             applicable standard of conduct.
             
               (c)  Non-Exclusivity of Rights.      The right to
             indemnification and the payment of expenses incurred in defending a
             proceeding in advance of its final disposition conferred in this
             Paragraph shall not be exclusive of any other right which any
             person may have or hereafter acquire under any statute,
             provision of the Certificate of Incorporation, by-law,
             agreement, vote of stockholders or disinterested directors or
             otherwise.
                            
                                 3            
                                                          Page 80 of 181  <PAGE>

               (d)  Insurance.     The Corporation may maintain insurance, 
             at its expense, to protect itself and any director, officer,
             employee or agent of the Corporation or another corporation,
             partnership, joint venture, trust or other enterprise against
             any such expense, liability or loss, whether or not the
             Corporation would have the power to indemnify such person 
             against such expense, liability or loss under the Delaware
             General Corporation Law.
             
             (2)    Paragraphs IX and X of Article NINTH are hereby
             renumbered as Paragraphs III and IV, respectively.
             
             3.     The Certificate of Incorporation of the Corporation, so
   amended, shall remain the Certificate of Incorporation of the Corporation
   until further changed or amended pursuant to the provisions of the
   Delaware General Corporation Law.
   
       IN WITNESS WHEREOF, the undersigned have hereunto signed their
   names affirming that the statements made herein are true under the
   penalties of   perjury this  25th day of  March, 1987.
   
                                            /s/ Monrore G. Milstein
                                            _______________________  
                                             Monroe G. Milstein,
                                             Chairman of the Board, 
                                             Chief Executive Officer 
                                             and President
                                        
   Attest:
   /s/ Henrietta Milstein
   _____________________________     
   Henrietta Milstein, Secretary
   
                                   -4-
                                                         Page 81 of 181 <PAGE>
                              
   
   
   
   
               STATE OF DELAWARE        
               KENT COUNTY
               RECORDED, In the Office for the Recording of Deeds, Etc. 
               at Dover, In and for the said County of Kent, In Corp.
               Record      O         Vol.    104       Page    346      Etc.
               the    31th        day of    March         A. D. 19 87   
               WITNESS my Hand and the Seal of said office.
                                  
                                    /s/ 
                                   ___________________________, Recorder
   
   
   
                                                         Page 82 of 181  <PAGE>
   
                          State of Delaware
                                                                      PAGE 1
                 Office of  the Secretary of State
                                                                              
                              
                              
                              
                               
   I,  MICHAEL RATCHFORD, SECRETARY OF STATE OF THE STATE
   OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND
   CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF
   "BURLINGTON COAT FACTORY WAREHOUSE CORPORATION" FILED IN
   THIS OFFICE ON THE TWENTY-FOURTH DAY OF NOVEMBER, A.D. 1992,
   AT 3:15 O'CLOCK P.M.
   
     A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED
   TO NEW CASTLE COUNTY RECORDER OF DEEDS ON THE FOURTH DAY
   OF DECEMBER, A.D. 1992 FOR RECORDING.
   
                       * * * * * * * *
                               
   
      
   
                              /s/ Michael Ratchford
                              ____________________________________        
                              Michael Ratchford, Secretary of State
   
                              AUTHENTICATION:
                                             * 3695504
   
   923305002                            DATE:     12/04/1992
   
   
                                                         Page 83 of 181 <PAGE>

                
   CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION
                              
                             OF
                              
        BURLINGTON COAT FACTORY WAREHOUSE CORPORATION
                                                          
                              
                            
          It is hereby certified that:
   
          1.   The name of the corporation (hereinafter called the
   "Corporation") is Burlington coat Factory Warehouse Corporation.
   
          2.   The Certificate of Incorporation or the Corporation is hereby
   amended by striking out Article FOURTH:  I, thereof and by substituting in
   lieu of said Article FOURTH:  I.   the following new Article FOURTH: I. :
   
          "FOURTH:       I.  The total number of shares of stock which the
        Corporation shall have authority to issue is 105,000,000 shares of
        which 100,000,000 shares, par value $1.00 per share, shall be of a
        class designated "Common Stock" and of which 5,000,000 shares par
        value $1.00 per share, shall be designated "Preferred Stock."
   
          3.     The amendment of the Certificate of Incorporation herein
   certified has been duly adopted in accordance with the provisions of 
   Section 243 of the General Corporation Law of the State of Delaware.
   
   Signed and attested to on November  10, 1992.
   
                                  /s/ Monroe G. Milstein
                                  ____________________________               
                                  Monroe G. Milstein, President
                                  
                                  
   Attest:
   /s/ Henrietta Milstein
   _____________________________                                         
   Henrietta Milstein, Secretary
   
   
   
   
                                                         Page 84 of 181 <PAGE>