FORM 10-K

        UNITED STATES  SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549

(Mark One)
[x]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

         For the fiscal year ended May 29, 1999,

                                or

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934


Commission File No.: 1-8739

          BURLINGTON COAT FACTORY WAREHOUSE CORPORATION
(Exact Name of Registrant as specified in its charter)

State or other jurisdiction:  Delaware
                              --------

I.R.S. Employer incorporation or
organization Identification No.:  22-1970303
                                  ----------

1830 Route 130,  Burlington, New Jersey             08016
----------------------------------------------------------
(Address of principal executive offices)       (Zip Code)

Registrant's telephone number,
including area code:          (609) 387-7800

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:    Common Stock, $1.00 par value per share
                        ---------------------------------------

Name of each exchange
on which registered:  New York Stock Exchange
                      -----------------------

Securities Registered pursuant to Section 12(g) of the Act:

Title of Class:  None
                 ----
                                                              Page 1 of 69

         Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.   YES X     NO
                           ---       ----

         Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [X]


The aggregate market value of the Common Stock, $1.00 par value
---------------------------------------------------------------
("Common Stock"), of the registrant held by non-affiliates of the
------------------------------------------------------------------
registrant, as determined by reference to the closing price of
--------------------------------------------------------------
the Common Stock on the New York Stock Exchange as of July 30,
--------------------------------------------------------------
1999, was $314,225,494.
-----------------------


As of July 30, 1999, the number of shares of Common Stock, $1.00
-----------------------------------------------------------------
par value, outstanding was 46,399,084.
--------------------------------------

The documents incorporated by reference into this Form 10K:

Registrant's Proxy Statement to be filed pursuant to Regulation 14A.
--------------------------------------------------------------------

The Part of the Form 10-K into which the document is incorporated

Part III
--------

                                                              Page 2 of 69

                              PART I

Item 1.  Business
         --------

         Burlington Coat Factory Warehouse Corporation and its
subsidiaries (the "Company" or "Burlington Coat") operate a chain
of value-oriented department stores which offer a broad range of
moderate to higher priced, current brand name merchandise for men,
women and children at prices substantially below traditional full
retail prices generally charged by other department and specialty
stores. Burlington Coat offers customers a complete line of men's,
women's and children's wear and accessories (such as handbags,
belts, perfume, watches, etc.) as well as a linens, bath shop
items, gifts and luggage department in two hundred thirteen of its
stores, a children's furniture department in one hundred ninety-five of its
stores, and a shoe department in two hundred eight of its stores.
The Company's policy of buying significant quantities of merchandise
throughout the year, maintaining inventory control and using a "no-frills"
merchandising approach, allows it to offer merchandise at prices below
traditional full retail prices.  The sale of irregular or discontinued
merchandise represents only a small portion of the Company's business.
Merchandise is displayed on easy access racks, and sales assistance generally
is available. Clothing alteration services are available on a limited basis in
many stores for an additional charge.

         Burlington Coat's practice of purchasing outerwear early in
each fashion season and of reordering in rapid response to sales
has enabled it to maintain a large, current and varied selection of
outerwear throughout each year.  Although the Company believes that
this practice helps attract customers to its stores, to the extent
the Company maintains a relatively large volume of merchandise,
particularly outerwear, the risks related to style changes, weather
and other seasonal factors, and economic conditions are necessarily
greater than if the Company maintained smaller inventories.

         An important factor in Burlington Coat's operations has been
its continued ability to purchase desirable, first-quality current
brand labeled merchandise directly from manufacturers on terms at
least as favorable as those offered large retail department and
specialty stores.  The Company estimates that over 1,000
manufacturers of apparel, including over 300 manufacturers of
outerwear, are represented at the Company's stores, and that no
manufacturer accounted for more than 5% of the Company's purchases
during the last full fiscal year.  The Company does not maintain

                                                              Page 3 of 69

any long term or exclusive commitments or arrangements to purchase
from any manufacturer.  No assurance can be given that the Company
will be able to continue to purchase such merchandise directly from
manufacturers or to continue its current selling price structure.
See "Competition."

         The Company sells its merchandise to retail customers for cash
and accepts checks and most major credit cards.  The Company's
"Cohoes" division also offers its own credit card.  In addition,
the Company  maintains a layaway plan and offers special orders on
selected merchandise.  It does not offer refunds, except on furs,
defective merchandise and certain sales from specialty retail
operations, but will exchange merchandise or give store merchandise
exchange slips for merchandise returned within a prescribed period
of time.

         The Company advertises primarily on television and, to a
lesser extent, in regional and local newspapers and radio.  During
the past three fiscal years, advertising expenditures have averaged
approximately 2.5% of total revenues.

         The Company has two major product categories, apparel and non-
apparel.  Apparel includes all clothing items for men, women and
children.  Non-apparel includes linens, home furnishings, gifts,
baby furniture and baby furnishings.  Net revenues from the sale of
apparel products for fiscal years 1999, 1998 and 1997 were $1.6
billion, $1.4 billion and $1.4 billion, respectively.  Net revenues
from the sale of non-apparel products for fiscal years 1999, 1998
and 1997 were $0.4 billion, $0.4 billion and $0.3 billion,
respectively.


The Stores
----------

         As of July 31, 1999, the Company operated two hundred sixty-
two stores, all but twenty-one of which are located in leased
facilities ranging in size (including storage space) from
approximately 16,000 to approximately 163,000 square feet, with an
average area of approximately 70,000 square feet.  Total store
gross square footage increased to 18,295,000 square feet, an
increase of 6.1% over a year ago.  Selling space accounts for over
four-fifths of the total area in most stores.

                                                              Page 4 of 69

         All of the Company's stores are either free-standing or are
located in shopping malls or strip shopping centers. The Company
believes that its customers are attracted to its stores principally
by the availability of a large assortment of first-quality current
brand name merchandise at attractive prices.

         The Company also operates stores under the names "Cohoes
Fashions," "Decelle," and "Luxury Linens."  Cohoes Fashions offers
merchandise in the middle to higher price range.  Decelle offers
merchandise in the moderate price range for the entire family with
an emphasis on children's and youth wear.  Luxury Linens is a
specialty store for linens, bath shop items, gifts and accessories
and offers merchandise in the middle to higher range. The Company
also operates one stand-alone store under the name "Totally 4 Kids"
and one stand-alone store under the name "Baby Depot".

         In general, Burlington Coat has selected sites for
its stores where there are suitable existing structures which can
be refurbished, and, if necessary, enlarged, in a manner consistent
with the Company's merchandising concepts.  In some cases, space
has been substantially renovated or built to specifications given
by Burlington Coat to the lessor.  Such properties have been
available to the Company on lease terms which it believes have been
favorable.  See "Growth and Expansion."

         The stores generally are located in close proximity to
population centers, department stores and other retail operations
and are usually established near a major highway or thoroughfare,
making them easily accessible by automobile.  It is likely that the
Company would be adversely affected by any conditions which were to
result in the reduction of automobile use.

         The Company owns substantially all the equipment used in its
stores and believes that its selling space is well utilized and
that its equipment is well maintained and suitable for its
requirements.

         Some stores contain departments licensed by unaffiliated
parties for the sale of items such as shoes and jewelry.  During
the fiscal year ended May 29, 1999, the Company's rental income
from all of its licensed departments aggregated less than 1% of the
Company's total revenues.

                                                              Page 5 of 69

Central Distribution
--------------------

         Central distribution, warehousing, ticketing and marking
services are extended to approximately fifty-four percent of the
dollar volume of the Company's merchandise through its office and
warehouse/distribution facility in Burlington, New Jersey.  This
facility services the Company's present stores.  The Company is
leasing two additional warehouse facilities of approximately 85,000
square feet and approximately 160,000 square feet, respectively,
nearby to its existing warehouse distribution center for the
purpose of warehousing and distributing its juvenile furniture
inventory and other items.

Safe Harbor Statement
---------------------

         Statements made in this report that are forward-looking
(within the meaning of the Private Securities Litigation Reform Act
of 1995) are not historical facts and involve a number of risks and
uncertainties.  Such statements include but are not limited to,
proposed store openings and closings, proposed capital
expenditures, projected financing requirements, proposed
developmental projects, projected sales and earnings, the Company's
ability to maintain selling margins, and the Company's anticipated
ability to resolve Year 2000 computer problems, if any.  Among the
factors that could cause actual results to differ materially are
the following:  general economic conditions; consumer demand;
consumer preferences; weather patterns; competitive factors,
including pricing and promotional activities of major competitors;
the availability of desirable store locations on suitable terms;
the availability, selection and purchasing of attractive
merchandise on favorable terms; import risks; the Company's ability
to control costs and expenses; unforeseen computer related
problems; any unforeseen material loss or casualty; the effect of
inflation; and other factors that may be described in the Company's
filings with the Securities and Exchange Commission.  The Company
does not undertake to publicly update or revise its forward-looking
statements even if experience or future changes make it clear that
any projected results expressed or implied will not be realized.


Growth and Expansion
--------------------

         Since 1972 when its first store was opened in Burlington, New
Jersey, the Company has expanded to two hundred forty-two
Burlington Coat stores, four Cohoes Fashions stores, eight Decelle
stores and six stand-alone Luxury Linens stores as of July 31,

                                                              Page 6 of 69

1999.  The Company also operates one stand-alone Totally 4 Kids
store and one stand-alone Baby Depot.

         At July 31, 1999 the Company operated stores in 42 states and
is exploring expansion opportunities both within its current market
areas and in other regions.  For fiscal 2000, the Company plans to
open approximately twenty to twenty-five additional Burlington Coat
Factory stores.* The Company also has planned store expansions and
remodelings for approximately twenty stores.*  In addition, the
Company has plans to relocate approximately five of its stores to
new locations within the same trading market.*  The Company
continues to monitor store profitability and should economic
factors change, some store closings could be possible.

         The Company believes that its ability to find satisfactory
locations for its stores is essential for the continued growth of
its business.  The opening of stores generally is contingent upon
a number of factors, including the availability of desirable
locations with suitable structures and the negotiation of
acceptable lease terms.  There can be no assurance, however, that
the Company will be able to find suitable locations for new stores
or that even if such locations are found and acceptable lease terms
are obtained, the Company will be able to open the number of new
stores presently planned.  During the Fall of 1999, the Company
plans to introduce an improved store design for its new stores.
The new design seeks to create a more intimate customer friendly
environment by implementing changes in store layout, ceiling plan,
lighting, fixturing and overall color direction.*

         The Company operates its own jewelry department in fifteen
stores as of July 31, 1999.  The jewelry program consists of karat
gold and precious and semi-precious stone jewelry, and in some
stores may include brand-name watches.

         In fiscal 1997 the Company began to operate its own shoe
department.  At July 31, 1999 the Company operated this department
in approximately two hundred eight Burlington Coat Factory stores.
The shoe department offers a full line of mens and womens shoes in
many brands and styles.

         The Company offers merchandise for sale through its internet
subsidiary, Burlington Coat Factory Direct Corporation, on the
worldwide web.  Currently, ladies coats, menswear, linens, home
furnishings, children's clothing and baby and infant products are
available for purchase via this web site.  The Company plans to

*  Forward Looking Statement.  See Safe Harbor Statement on page 6.

                                                              Page 7 of 69

expand the merchandise mix offered through its web site and to
upgrade its internet capabilities; however, no assurance can be
given that this venture will be successful.*  To date, sales
generated from its internet web site have not been material.

         The Company seeks to maintain its competitive position and
improve its prospects by periodically reevaluating its methods of
operation, including its pricing and inventory policies, the format
of its stores and its ownership or leasing of stores.

Seasonality
-----------

         The Company's business is seasonal, with its highest sales
occurring in the months of September, October, November, December
and January of each year.  For the past five fiscal years,
approximately 56% of the Company's net sales have occurred during
the period from September through January.  Weather, however,
continues to be an important contributing factor to the sale of
clothing in the fall, winter and spring seasons.  Generally, the
Company's sales are higher if the weather is cold during the fall
and warm during the early spring.  See "Management's Discussion and
Analysis of Financial Condition and Results of Operations."

Operations
----------

         Each store has a manager and one or more assistant managers,
as well as department managers.  The Company also employs regional
and district managers to supervise overall store operating and
merchandising policies.  Major merchandising decisions are made,
overall policies are set, and accounting and general financial
functions for the Company's stores are conducted, at corporate
headquarters.  In addition, other operations such as real estate,
store operations, loss prevention, merchandise presentation,
customer service, and human resources are managed on a Company-
wide basis.

         Merchandise purchased by the Company is either shipped
directly from manufacturers to store locations or distributed
through the Company's warehousing and distribution facilities.  See
"Central Distribution."  A computerized merchandise information
system provides regular detailed reports of sales and inventory
levels for each store and assists the merchandise managers and
buyers in monitoring and adjusting inventory levels.


*  Forward Looking Statement.  See Safe Harbor Statement on page 6.

                                                              Page 8 of 69

         At July 31, 1999, the Company had approximately 20,000
employees, including a large number of part-time and seasonal
employees which varies throughout the year.  Of the Company's
employees, only those employed at one of its stores are covered by
a collective bargaining agreement.  The Company cannot predict
whether any future attempts to unionize its employees will be
successful.  The Company believes that its relationship with its
employees has been and remains satisfactory.


Competition
-----------

         General.  The retail apparel business is highly competitive.
Competitors include other individual, regional, and national "off-
price" retailers offering similar merchandise at comparable prices
as well as individual and chain stores, some of which are regional
and national department and discount store chains.  At various
times throughout the year traditional full-price department store
chains and specialty shops offer brand name merchandise at
substantial markdowns, which can result in prices approximating
those offered by the Company.  Some of the Company's competitors
are considerably larger than the Company and have substantially
greater financial and other resources.

         Resale Price Maintenance.  Since it is the general policy of
the Company to sell at lower than the traditional full retail
price, its business may be adversely affected by manufacturers who
attempt to maintain the resale price of their merchandise by
refusing to sell, or to grant advertising allowances, to purchasers
who do not adhere to their suggested retail prices.  Federal
legislation and regulations have been proposed from time to time
which, if enacted, would be helpful to manufacturers attempting to
establish minimum prices or withhold allowances.  In addition, the
rules against resale price maintenance have been subject to
challenge in the courts from time to time.

         The Company has, on several occasions in the past, brought
lawsuits against certain manufacturers and department store chains
and complained to the Federal Trade Commission seeking more
vigorous enforcement of existing Federal laws, as well as testified
before Congress in connection with proposed legislation concerning
the Federal antitrust laws.


Item 2.  Properties
         ----------

         The Company owns the land and building for twenty-one of its
stores and is a 50% partner in a partnership which owns the

                                                              Page 9 of 69

building in which one store is located. Generally, however, the
Company's policy has been to lease its stores.  Store leases
generally provide for fixed monthly rental payments, plus the
payment, in most cases, of real estate taxes and other charges with
escalation clauses.  In many locations, the Company's store leases
contain formulas providing for the payment of additional rent based
on sales.

        The following table shows the years in which store leases
existing at July 31, 1999 expire:

 Fiscal Years       Number of Leases         Expiring with
Ending May 30           Expiring            Renewal Options
-------------       ----------------        ---------------
2000-2001                   4                    24

2002-2003                   4                    32

2004-2005                  14                    42

2006-2007                   8                    24

2008-2009                  10                    35

Thereafter                 27                    32
                         ------                ------

          Total            67                   189
                         ======                ======

         The Company owns five buildings in Burlington, New Jersey.  Of
these buildings, two are used by the Company as retail space.  In
addition, the Company owns approximately 97 acres of land in the
Townships of Burlington and Florence, New Jersey on which the
Company has constructed its office and warehouse/distribution
facility.  The Company leases two warehouse facilities of
approximately 85,000 square feet and 160,000 square feet,
respectively, at locations nearby to the warehouse/distribution
facility.  The Company leases approximately 20,000 square feet of
office space in New York City.


Item 3.  Legal Proceedings
         -----------------

         In late September, 1994, the Company received summons and
complaint in three separate purported class action lawsuits.  Each
of the complaints was consolidated into a single amended complaint
which sought unspecified damages and alleged a cause of action
arising under certain federal securities laws for alleged material
misstatements and omissions in public statements by the Company and

                                                              Page 10 of 69

five executive officers purportedly causing the market price of the
Company's common stock to be artificially inflated during the
period October 4, 1993 through September 23, 1994, inclusive.  On
February 25, 1999, the District Court entered an order granting the
Company's motion to dismiss in its entirety thus dismissing
plaintiff's final amended complaint without leave to replead.  The
time in which to appeal the District Court's decision expired on
March 29, 1999.  Accordingly, this matter has been finally
concluded in favor of the Company and all of the individual
defendants.

         In the past, the Company has initiated several lawsuits in its
effort to stop what it believes to be unlawful practices on the
part of certain manufacturers and large retailers to control the
prices at which certain items of merchandise may be sold at the
Company's stores.


Item 4.  Submission of Matters to a Vote of Security Holders
         ---------------------------------------------------
         The Company did not submit any matter to a vote of its
security holders during the fourth quarter of fiscal 1999.

                             PART II

Item 5.  Market for Registrant's Common Equity and Related
         -------------------------------------------------
         Stockholder Matters
         -------------------------------------------------

         The Company's Common Stock is traded on the New York Stock
Exchange and its trading symbol is "BCF."

         The following table provides the high and low closing prices
on the New York Stock Exchange for each fiscal quarter for the
period from June 29, 1997 to May 29, 1999 and for the two months
ended July 31, 1999.

                                                              Page 11 of 69

           Period                 Low Price      High Price
           ------                 ---------      ----------

June 29, 1997 to
September 27, 1997                12  3/8           20

September 28, 1997 to
December 27, 1997                 14  5/16          19 15/16

December 28, 1997 to
March 28, 1998                    14  7/16          17  3/4

March 29, 1998 to
May 30, 1998                      16  5/16          20  1/2

May 31, 1998 to
August 29, 1998                   18  3/8           27  3/8

August 30, 1998 to
November 28, 1998                 13 15/16          22 11/16

November 29, 1998 to
February 27, 1999                 12 13/16          16  5/8

February 28, 1999 to
May 29, 1999                      11  1/16          17  5/16

May 30, 1999 to
July 31, 1999                     16  1/4           19  1/2

         At July 31, 1999 there were three hundred forty-six record
holders of the Company's Common Stock.  The number of record
holders does not reflect the number of beneficial owners of the
Company's Common Stock for whom shares are held by Cede & Co.,
certain brokerage firms and others.

Dividend Policy
---------------

         The Board of Directors of the Company declared an annual cash
dividend of two cents ($.02) per share in fiscal 1999 and fiscal
1998.  The cash dividend for fiscal 1999 was declared on September
10, 1998, and was paid on October 26, 1998, to stockholders of
record on September 30, 1998.  The paid dividend amounted to $0.9
million.  Maintenance of the cash dividend policy or any change
thereto in the future will be at the discretion of the Company's
Board of Directors and will depend upon the financial condition,
capital requirements and earnings of the Company as well as other
factors which the Board of Directors may deem relevant.  At
present, the policy of the Board of Directors of the Company is to
retain the majority of earnings to finance the growth and
development of the Company's business.

                                                              Page 12 of 69

Item 6.  Selected Financial Data
         -----------------------

              The following tables set forth certain selected financial
data:
<TABLE>
<CAPTION>
                                  Twelve         Twelve       Twelve       Eleven (2)        Twelve
                              Months Ended    Months Ended  Months Ended  Months Ended     Months Ended
                                  7/1/95         6/29/96      6/28/97       5/30/98          5/29/99
                              --------------------------------------------------------------------------
                              (In thousands of dollars, except per share data)
Statement of Operations Data:
-----------------------------
<S>                                <C>             <C>            <C>            <C>             <C>
Revenues                      $1,597,028      $1,610,892     $1,776,823     $1,813,897      $2,005,696
Net Income                        14,866          29,013         56,515         63,639          47,783
Basic and Diluted Net
Income per Share                     .30(1)          .59(1)        1.17(1)        1.34            1.02
Dividends Per Share                 -               -              -               .02             .02

Balance Sheet Data:
-------------------

Total Assets                  $  735,269      $  704,731      $ 775,077     $  909,807      $  941,635
Working Capital                  245,468         288,107        319,736        368,459         332,759
Long-Term Debt                    83,298          74,907         62,274         60,890          52,970
Stockholders' Equity             385,019         413,745        460,215        516,069         548,156
</TABLE>

_________________

(1)      Adjusted to give retroactive effect to six for five stock
         split effected in October, 1997.

(2)      During fiscal 1998, the Company changed its fiscal year from
         a 52-53 week fiscal year ending on the Saturday closest to
         June 30 to a fiscal year ending on the Saturday closest to
         May 31.  The following tables are set forth below for
         comparative purposes.

<TABLE>
<CAPTION>
                                                   Twelve Months Ended
                                            May 29, 1999      May 30, 1998
                                             (52 weeks)        (52 weeks)
                                                               (unaudited)
                                       ------------------------------------------------
                                       (in thousands of dollars, except per share data)
Statement of Operations Data:
-----------------------------
<S>                                            <C>            <C>
Net Sales                                      $1,988,513     $1,889,244
Other Income                                       17,183         20,189
Cost of Sales                                   1,278,717      1,200,981
Selling and Administrative Expenses               610,022        564,524
Depreciation and Amortization                      35,046         32,791
Interest Expense                                    5,771          7,584
                                               ----------     ----------
Income Before Provision for Income Taxes           76,140        103,553
Provision for Income Taxes                         28,357         41,195
                                               ----------     ----------
Net Income                                     $   47,783     $   62,358
                                               ==========     ==========
Basic and Diluted Net Income
 Per Share                                     $     1.02     $     1.31
                                               ==========     ==========
Balance Sheet Data:
-------------------

Total Assets                                   $  941,635     $  909,807
Working Capital                                   332,759        368,459
Long Term Debt                                     52,970         60,890
Stockholders' Equity                           $  548,156     $  516,069
</TABLE>

                                                              Page 13 of 69

Item 7.  Management's Discussion and Analysis of Financial
         -------------------------------------------------
         Condition and Results of Operations
         -----------------------------------

         During fiscal 1998 the Company changed its fiscal year from
a 52-53 week fiscal year ending on the Saturday closest to June
30 to a fiscal year ending on the Saturday closest to May 31.
The following discussion compares the twelve months (52 weeks)
ended May 29, 1999 with the twelve months (52 weeks) ended May
30, 1998 (unaudited) and the eleven months (48 weeks) ended May
30, 1998 with the eleven months (47 weeks) ended May 24, 1997
(unaudited).

Results of Operations
---------------------

                      Twelve Months Ended
                      --------------------
                 May 29, 1999 and May 30, 1998
                 -----------------------------

              The following table sets forth certain items in the
consolidated statements of operations as a percentage of net
sales for the twelve months ended May 29, 1999 and May 30, 1998
(unaudited).

<TABLE>
<CAPTION>

                         Percentage of Net Sales
                         -----------------------
                           Twelve Months Ended
                           -------------------

                                            May 29, 1999          May 30, 1998
                                            ------------          ------------
<S>                                            <C>                 <C>
Net Sales                                      100.0%              100.0%

Costs and Expenses:

Cost of Sales                                   64.3                63.9

Selling and Administrative Expenses             30.7                29.9

Depreciation and Amortization                    1.8                 1.7

Interest Expense                                 0.3                 0.4
                                               ------              ------
                                                97.1                95.6


Other Income                                     0.9                 1.1
                                               ------              ------

Income Before Income Taxes                       3.8                 5.5
                                               ------              ------

Provision for Income Taxes                       1.4                 2.2
                                               ------              ------

Net Income                                       2.4%                3.3%
                                               ======              ======
</TABLE>

                                                              Page 14 of 69

Performance for the Twelve Months (52 weeks) Ended May 29, 1999
----------------------------------------------------------------
Compared With the Twelve Months (52 weeks) Ended May 30, 1998
-------------------------------------------------------------
(unaudited)
-----------

         Consolidated net sales increased $99.3 million (5.3%) for
fiscal 1999 compared with the similar period of a year ago.
Comparative stores sales increased 2.7% for the period.  Fifteen
new Burlington Coat Factory stores, opened during fiscal 1999,
contributed $48.6 million to this year's sales.  Stores opened a
year ago contributed $31.2 million to this year's net sales from
the beginning of fiscal 1999 to the anniversary of their opening
date.  Stores which were in operation a year ago, but which were
closed prior to this year, contributed $20.8 million to last
year's sales.

         The Cohoes stores contributed $36.8 million to consolidated
sales for the twelve months ended May 29, 1999 compared with
$37.3 million for the twelve months ended May 30, 1998.  Cohoes
comparative store sales decreased 2.7% for the twelve month
period.

         Sales in fiscal 1999 for the Decelle stores were $33.5
million compared with $39.7 million for twelve months ended May
30, 1998.  Decelle comparative store sales decreased 8.9% for the
twelve months ended May 29, 1999 compared with the similar twelve
month period of a year ago.  One Decelle store was closed during
fiscal 1999 which contributed $2.3 million to last year's sales.

         Other income (consisting of rental income from leased
departments, investment income and miscellaneous items) decreased
to $17.2 million for fiscal 1999 compared with $20.2 million for
the similar period of a year ago.  This decrease is primarily the
result of investment income decreases of approximately $2.9
million, resulting from a decrease in investable funds during the
comparative fiscal periods and a decrease in interest rates
during most of the comparative period.

         Cost of sales increased $77.7 million (6.5%) for the twelve
months ended May 29, 1999 compared with the twelve months ended
May 30, 1998.  The dollar increase in cost of sales was due to
the increase in net sales during the current fiscal year compared
with the prior year as well as an increase in cost of sales as a

                                                              Page 15 of 69

percentage of net sales, which increased from 63.6% to 64.3%.
This increase was due mainly to higher markdowns as a percentage
of sales this year over last year, and a slight increase in
shrinkage loss.

         Selling and administrative expenses increased $45.5 million
(8.1%) from the 1998 period to the 1999 period.  This increase
was due mainly to an increase in the number of stores in
operation and increases in payroll and payroll related
expenses.  As a percentage of net sales, selling and
administrative expenses were 30.7% for the twelve months ended
May 29, 1999 compared with 29.9% for the twelve months ended May
30, 1998.

         Depreciation and amortization expense amounted to $35.0
million in the twelve months ended May 29, 1999 compared with
$32.8 million in the twelve months ended May 30, 1998.  This
increase of $2.2 million in the fiscal 1999 period compared with
the comparable 1998 period is attributable primarily to new
stores opened during the year as well as remodeling and
refixturing of existing stores.

         Interest expense decreased $1.8 million for the twelve
months ended May 29, 1999 compared with the similar period of a
year ago.  The decrease in interest expense is the result of a
decrease in long term debt due to the normal recurring repayments
of the subordinated note and the industrial development bonds.

         The provision for income taxes decreased to $28.4 million
for the twelve months ended May 29, 1999 from $41.2 million for
the similar fiscal period a year ago.  This decrease in the tax
provision was due to lower earnings as well as a decrease in the
effective tax rate. The effective tax rate for fiscal 1999 was
37.2% compared with 39.8% in the prior fiscal year.  This rate
decrease is due primarily to a decrease in the effective state
tax rate and an increase in federal jobs tax credits available to
the Company.

         Net income decreased $14.6 million to $47.8 million for the
1999 period from $62.4 million for the comparative 1998 period.
Net income per share was $1.02 per share for fiscal 1999 compared
with $1.31 per share for the comparable 1998 period.

                                                              Page 16 of 69

Results of Operations
---------------------

                      Eleven Months Ended
                      -------------------
                 May 30, 1998 and May 24, 1997
                 -----------------------------

              The following table sets forth certain items in the
consolidated statements of operations as a percentage of net
sales for the eleven months ended May 30, 1998 and May 24, 1997
(unaudited).
<TABLE>
<CAPTION>

                         Percentage of Net Sales
                         ------------------------

                           Eleven Months Ended
                           -------------------


                                        May 30, 1998             May 24, 1997
                                        -------------            ------------
<S>                                         <C>                      <C>
Net Sales                                   100.0%                   100.0%

Costs and Expenses:

Cost of Sales                                63.7                     64.2

Selling and Administrative Expenses          29.4                     28.6

Depreciation and Amortization                 1.6                      1.7

Interest Expense                              0.4                      0.4
                                             -----                    -----

                                             95.1                     94.9

Other Income                                  1.0                      1.0
                                             -----                    -----

Income Before Income Taxes                    5.9                      6.1

Provision for Income Taxes                    2.4                      2.5
                                             -----                    -----
Net Income                                    3.5%                     3.6%
                                             =====                    =====
</TABLE>

Performance for the Eleven Months (48 weeks) Ended May 30, 1998
---------------------------------------------------------------
Compared With the Eleven Months (47 weeks) Ended May 30, 1997
-------------------------------------------------------------
(unaudited)
-----------

         Consolidated net sales increased $149.9 million (9.1%) for
the eleven months ended May 30, 1998 compared with the eleven
months ended May 24, 1997.  Comparative stores sales for the
Company's Burlington Coat Factory stores increased 3.7% for the
eleven months ended May 30, 1998 compared with the similar period
of a year ago.  This increase was realized despite a 5.3%
decrease in coat sales, the result of unseasonably mild
temperatures during fiscal 1998.  Eleven new Burlington Coat
Factory stores opened during fiscal 1998 contributed $60.6
million to this year's sales.  The eleven month period ended May
30, 1998 consisted of 48 weeks versus 47 weeks for the

                                                             Page 17 of 69

comparative period ended May 24, 1997.  Net sales for the forty-
eighth week in fiscal 1998 amounted to $25.7 million.  Stores
which were in operation a year ago, but which were closed prior
to this year, contributed $12.0 million to last year's sales.

         The Cohoes stores contributed $34.8 million to consolidated
sales for the eleven months ended May 30, 1998 compared with
$39.0 million for the eleven months ended May 24, 1997. Cohoes
comparative store sales increased 4.4% for the eleven month
period.  Net sales for the forty-eighth week in fiscal 1998
amounted to $.6 million.  One Cohoes store closed during fiscal
1997 contributed $5.9 million to last year's sales.

         Sales in fiscal 1998 for the Decelle stores were $36.7
million compared with $33.9 million for eleven months ended May
24, 1997.  Comparative store sales decreased 3.1% for the eleven
months ended May 30, 1998 compared with the similar eleven month
period of a year ago.  One new Decelle store was opened during
fiscal 1998 and contributed $2.2 million to this year's sales.
Net sales for the forty-eighth week in fiscal 1998 amounted to
$.7 million.

         Other income (consisting of rental income from leased
departments, investment income and miscellaneous items) increased
to $18.3 million for the eleven months ended May 30, 1998
compared with $16.5 million for the eleven months ended May 24,
1997.  Increases of $.4 million in interest income and
miscellaneous non-recurring income items of $2.5 million offset
decreases in rent income of $1.6 million, resulting from the
conversion of lessee shoe departments to Company operated shoe
departments.

         Cost of sales increased $87.0 million (8.2%) for the eleven
months ended May 30, 1998 compared with the eleven months ended
May 24, 1997.  The dollar increase in cost of sales was due to
the increase in net sales during the current fiscal year compared
with the prior year.  Cost of sales, as a percentage of net
sales, decreased from 64.2% in the eleven months ended May 24,
1997 to 63.7% in fiscal 1998.  This decrease is due mainly to
higher initial markons maintained throughout fiscal 1998 compared
with the prior year.  In addition, shrinkage as a percentage of
sales, decreased slightly in fiscal 1998 compared with the eleven
months ended May 24, 1997.  Cost of sales for the forty-eighth
week of fiscal 1998 amounted to approximately $17.1 million.

         Selling and administrative expenses increased $57.8 million
(12.3%) from the 1997 period to the 1998 period.  This increase
in expense was due mainly to an increase in payroll and payroll
related expenses.  Comparative store payroll costs increased 9.0%

                                                              Page 18 of 69

in the 1998 period compared with the 1997 period.  Annual pay
increases, increased staffing levels at the stores due to the
rollout of the new shoe department and baby depot department and
an increase in the number of department managers at the store
level,  contributed to this change.  In addition, the Company
incurred increased staffing levels at both the home office and
the distribution center during the fiscal 1998 period.  Selling
and administrative expenses approximated $10.8 million during the
forty-eighth week of fiscal 1998.  As a percentage of net sales,
selling and administrative expenses were 29.4% in the 1998 fiscal
period compared with 28.6% for the prior comparable fiscal
period.

         Depreciation and amortization expense amounted to $29.6
million in fiscal 1998 compared with $27.9 million in the eleven
months ended May 24, 1997.  This increase of $1.7 million in the
fiscal 1998 period compared with the fiscal 1997 period is
attributable to new stores opened during the year as well as
remodeling and refixturing of existing stores.

         Interest expense decreased $0.5 million for the eleven
months ended May 30, 1998 compared with the similar period of a
year ago.  The decrease in interest expense is the result of
decreases in borrowing levels associated with the Company's long
term subordinated notes and the industrial development bonds.

         The provision for income taxes increased to $42.1 million
for the fiscal period ended May 30, 1998 from $41.1 million for
the similar fiscal period ended May 24, 1997.  The effective tax
rate was 39.8% for the 1998 period compared with 40.9% for the
fiscal 1997 period.  This rate decrease is due primarily to a
decrease in the effective state tax rate and an increase in
federal jobs tax credits available to the Company.

         Net income increased $4.5 million to $63.6 million for the
1998 period from $59.1 million for the comparative 1997 period.
The Company realized a net loss of approximately $.5 million for
the forty-eighth week of fiscal 1998.  Income per share was $1.34
per share for fiscal 1998 compared with $1.22 for the comparable
1997 period.

         The Company's business is seasonal, with its highest sales
occurring in the months of September, October, November,
December, and January of each year.  The Company's net income
generally reflects the same seasonal pattern as its net sales.
In the past, substantially all of the Company's profits have been
derived from operations during the months of September, October,
November, December, and January.

                                                              Page 19 of 69

Liquidity and Capital Resources
-------------------------------

         During fiscal 1999, the Company opened fifteen Burlington
Coat Factory Warehouse stores, closed five stores and relocated
five others to new locations within their trading areas.
Expenditures incurred to acquire, set up and fixture new stores
opened during fiscal 1999 were approximately $20.2 million.
Expenditures for store relocations, store expansions and store
refurbishings were approximately $28.2 million during fiscal
1999.  During fiscal 1999, the Company purchased the land and
building associated with one of its new stores for $4.6 million
and acquired the leases of six stores for $8.8 million.  Other
capital expenditures, consisting primarily of computer system
enhancements and distribution center improvements amounted to
$16.2 million for fiscal 1999.  For fiscal 2000, the Company
estimates that it will spend approximately $70.0 million for
capital expenditures (i.e., building acquisitions, fixtures,
equipment and leasehold improvements) in connection with the
opening of approximately twenty-five new stores, remodeling and
expansion of existing stores, expansion of the Company's
warehouse facilities, and computer enhancement projects.*

         The Company repurchased 1,021,000 shares of its stock,
costing approximately $15.2 million in the current fiscal period.
These purchases are reflected as treasury stock in the equity
section of the balance sheet.  As of May 29, 1999 the Company had
authority to purchase an additional $7.7 million of its stock.

         Working capital decreased to $332.8 million at May 29, 1999
from $368.5 million at May 30, 1998.  At June 28, 1997, working
capital was $319.7 million.

         Total funds provided from operations for the fiscal year
ended May 29, 1999, the eleven months ended May 30, 1998 and the
fiscal year ended June 28, 1997 were $94.7 million, $97.6
million, and $97.1 million, respectively.  Total funds from
operations are calculated by adding back to net income non-cash
expenditures such as depreciation and deferred taxes.

         Net cash provided by operating activities of $73.1 million
for fiscal 1999 increased from $47.4 million in net cash provided
from operating activities for fiscal 1998.  This increase in net
cash from operations was due primarily to a less dramatic
increase in inventories during fiscal 1999 compared with the
increase from fiscal 1997 to fiscal 1998.  Inventories increased
5.5% at the end of fiscal 1999 over last fiscal  year-end
compared with a 29.6% increase from fiscal 1997 year-end to

*  Forward Looking Statement.  See Safe Harbor Statement on Page 6.

                                                              Page 20 of 69

fiscal 1998.  As of May 29, 1999, same store inventories were
flat.

         On September 10, 1998, the Board of Directors of the Company
declared the annual cash dividend in the amount to two cents
($0.02) per share.  The cash dividend was paid on October 26,
1998, to stockholder of record on September 30, 1998.  The paid
dividend amounted to $0.9 million.

         The Company's long-term borrowings at May 29, 1999 include
$51.8 million of long term subordinated notes issued by the
Company to institutional investors in June, 1990 ("the Notes")
and an industrial development refunding bond of $8.9 million
issued by the New Jersey Economic Development Authority (the
"Refunding Bonds").

         The Notes mature on June 27, 2005 and bear interest at the
rate of 10.6% per annum.  The Notes have a remaining average
maturity of 3.1 years and are subject to mandatory payment in
installments of $7.4 million each without premium on June 27 of
each year.  The Notes are subordinated to senior debt, including,
among others, bank debt and indebtedness for borrowed money.  The
Company has no current plans to repurchase or repay any
additional amounts earlier than scheduled due to prohibitive
prepayment penalties but may consider doing so in the future
should conditions favorable to the Company present themselves.*

         The Refunding Bonds consist of serial and term bonds.  The
serial bonds aggregate $2.5 million and mature in series annually
on September 1, beginning in 1996 and continuing to and including
2003.  The term bonds consist of two portions, $1.4 million
maturing on September 1, 2005 and $5.0 million maturing on
September 1, 2010.  The serial bonds bear interest ranging from
3.75% to 5.4% per annum, and the term bonds bear interest at the
rates of 5.60% for the portion maturing on September 1, 2005 and
6.125% per annum for the portion maturing on September 1, 2010.
The average interest rate and average maturity of the Refunding
Bonds are 5.7% and 6.9 years, respectively.  During fiscal 1999,
the Company expended approximately $.4 million for the repayment
of the Refunding Bonds.

         The Company has in place a committed line of credit
agreement in the amount of $50.0 million and $50.0 million in
uncommitted lines of credit.  The Company had no borrowings under
these credit lines during the fiscal 1999 and fiscal 1998
periods.  The Company had letter of credit commitments

*  Forward Looking Statement.  See Safe Harbor Statement on Page 6.

                                                              Page 21 of 69

outstanding against these lines of credit of $20.9 million at the
end of fiscal 1999 and $33.8 million at the end of fiscal 1998.

         The Company believes that its current capital expenditures
and operating requirements can be satisfied from internally
generated funds, from short term borrowings under its revolving
credit and term and loan agreement as well as uncommitted lines
of credit.*  Furthermore, to the extent that the Company decides
to purchase additional store locations, it may be necessary to
finance such acquisitions with additional long term borrowings.*

Year 2000*
----------

         The inability of computers, software, and any equipment
utilizing microprocessors or embedded systems to properly
recognize and process date information prior to, during and after
January 1, 2000 is commonly referred to as the Year 2000("Y2K")
compliance problem.

         As of May 29, 1999, the Company continues assessment of how
Y2K will impact operations. Considerable progress has been
achieved in the areas of identifying, remediating, testing, and
implementing Y2K products which are critical to the business
computing systems infrastructure.  An inventory of all in-house
software systems has been completed, and said systems are being
remediated, where applicable, for compliance.  In addition, a
selected number of these systems are being audited for compliance
by an independent professional service provider as a means to
further verify compliance.  A survey of third party software and
equipment has been conducted in order to determine critical
business systems requiring Y2K compliance verification.  These
systems are being upgraded  or replaced, as appropriate, to
guarantee compliance.  Hardware systems have also been examined
and appropriate paths charted to achieve Y2K compatibility.
Critical vendors with which the Company conducts business have
been identified and are being contacted to assure their goods
and/or services are compliant with Company Y2K standards.  The
goal for completing fiscal year 2000 compliance for all business
mission-critical computing system environments was successfully
reached on May 29, 1999.    The transition of the Company's
accounting and record keeping system to fiscal 2000 from fiscal
1999 was accomplished without any significant problem. Calendar
year 2000 compliance of business mission-critical computing
system environments is scheduled for completion by mid-September
1999.

         All costs associated with the Y2K project to date have been
expensed as incurred.  The Company's total estimated cost of the

*  Forward Looking Statement.  See Safe Harbor Statement on Page 6.

                                                              Page 22 of 69

Y2K compliance program is approximately $2 million to $3 million,
of which approximately $0.2 million was incurred as of May 30,
1998 and $1.5 million during fiscal 1999.  The remaining
expenditures are expected to occur primarily in the first six
months of fiscal 2000.  A significant portion of these costs are
not likely to be incremental costs to the Company, but rather
will represent the redeployment of existing information
technology resources.  Based upon current benchmarks, the Company
believes that it has the necessary resources in-house to complete
all required Y2K remediation.  In the event that internal
resources are insufficient to complete the project in a timely
manner, outsourcing the Y2K project, either in part or whole, to
a Y2K Service Provider may be necessary.

         The Company does not know with absolute certainty how the
transition from Calendar 1999 to Calendar 2000 will affect its
operations.  Moreover, there is no guarantee that computing
systems and associated applications of other companies with which
the Company conducts business will be converted on a timely basis
or that failure by those companies to address their Y2K
compliance would not have an adverse material impact on the
Company.  Disruption of business functions due to events beyond
the Company's reasonable control, such as power grid or
telecommunications failures and disruption of product supply and
distribution channels, may result in temporary interruption of
operations localized within the region of failure.

         Contingency plans are in progress to address the
aforementioned scenarios as well as those events associated with
minor disruptions within the Company business cycle in areas such
as store loss prevention, distribution center operations,
physical plant management, and human resource administration.

Inflation
---------

         Historically, the Company has been able to increase its
selling prices as the costs of merchandising and related
operating expenses have increased, and therefore, inflation has
not had a significant effect on operations.*

Item 7A. Quantitative and Qualitative Disclosures About Market Risks
         ------------------------------------------------------------
         The Company does not utilize financial instruments for
trading purposes and holds no derivative financial instruments
which could expose the Company to significant market risk.  The
Company's primary market risk exposure with regard to financial
instruments is to changes in interest rates.  Pursuant to the

*  Forward Looking Statement.  See Safe Harbor Statement on Page 6.

                                                              Page 23 of 69

terms of certain revolving  credit arrangements, changes in the
lenders' prime rate, LIBOR or other stated interest rates could
affect the rates at which the Company could borrow funds
thereunder.  At May 29, 1999, the Company had no outstanding
borrowings against the credit facilities.  The table below
summarizes the fair value and contract terms of the Company's
fixed rate debt and long-term investments at May 29, 1999 (in
thousands):

         Expected Maturity Date of Long-Term Debt (Including Current
Portion) and Long Term Investments at May 29, 1999 (in thousands)
<TABLE>
<CAPTION>
                                Average                   Average
                Fixed Rate     Interest     Long-Term    Interest
                   Debt           Rate     Investments     Rate
                ----------------------------------------------------
<S>               <C>           <C>           <C>          <C>
2000              $7,919        10.3%           -          6.3%
2001               7,905        10.3%           -          6.3%
2002               7,905        10.3%         $4,200       6.3%
2003               7,955        10.2%           -          6.5%
2004               8,005        10.2%         20,000       6.5%
Thereafter        21,200         9.2%           -           -

Total            $60,889                     $24,200        -

Fair Value
at May 29, 1999  $64,331                     $24,175
</TABLE>


Item 8.  Financial Statements and Supplementary Data
         -------------------------------------------

         See Index to Financial Statements and following pages.


Item 9.  Changes in and Disagreements with Accountants
         ---------------------------------------------
         on Accounting and Financial Disclosure
         ----------------------------------------

         None.

                                                              Page 24 of 69

                            PART III


Item 10. Directors and Executive Officers of the
         ---------------------------------------
         Registrant
         ----------

Item 11. Executive Compensation
         ----------------------

Item 12. Security Ownership of Certain Beneficial
         ----------------------------------------
         Owners and Management
         ---------------------


Item 13. Certain Relationships and Related Transactions
         ----------------------------------------------

         In accordance with General Instruction G(3) of the General
Instructions to Form 10-K, the information called for by Items
10, 11, 12 and 13 is omitted from this Report and is incorporated
by reference to the definitive Proxy Statement to be filed by the
Company pursuant to Regulation l4A of the General Rules and
Regulations under the Securities Exchange Act of 1934, which the
Company will file not later than 120 days after May 29, 1999.



                                                              Page 25 of 69

                             PART IV

Item 14. Exhibits, Financial Statement Schedules,
         ----------------------------------------
         and Reports on Form 8-K
         -----------------------

         (a)  The following documents are filed as part of this
              Report.

                                                                Page No.
                                                                --------
             1.    Financial Statements

                   Index to Consolidated Financial Statements       32

                   Independent Auditors' Report                     33

                   Consolidated Balance Sheets                      34
                     May 29, 1999 and May 30, 1998

                   Consolidated Statements of Operations            35
                     for the Twelve Months Ended
                     May 29, 1999, the Eleven Months
                     Ended May 30, 1998 and the Twelve Months
                     Ended June 28, 1997

                   Consolidated Statements of Stockholders'         36
                     Equity for the Twelve Months Ended
                     June 28, 1997, the Eleven Months Ended
                     May 30, 1998 and the Twelve Months Ended
                     May 29, 1999

                   Consolidated Statements of Cash                  37
                     Flows for the Twelve Months Ended
                     May 29, 1999, the Eleven Months Ended
                     May 30, 1998, and the Twelve Months
                     Ended June 28, 1997

                   Notes to Consolidated Financial Statements       38



             2.    Financial Statement Schedules

                   Schedule II - Valuation and Qualifying Accounts  56

                   Schedules I, III, IV and V are omitted because
                     they are not applicable or not required or
                     because the required information is included
                     in the consolidated financial statements or
                     notes thereto.

                                                              Page 26 of 69

                                                                Page No.
                                                                --------
             3.    Exhibits


             3.1   Articles of Incorporation, as amended           1/
                                                                   ---

             3.2   By-laws                                         1/
                                                                   ---


            10.1   Cohoes Fashions, Inc. Employees' 401(k)         2/
                   Savings Plan (as amended and restated           ---
                   effective January 1, 1999)

            10.2   1993 Stock Incentive Plan*                      1/
                                                                   ---

            10.3   1998 Stock Incentive Plan*                      1/
                                                                   ---

            10.4   Revolving Credit Agreement dated August 30,     3/
                   1985 between the Company and BancOhio           ---
                   National Bank, as amended through
                   Amendment No. 6

            10.5   Amendment No. 7 to Revolving Credit Agreement   1/
                   dated June 1, 1998 between the Company and      ---
                   National City Bank

            10.6   Burlington Coat Factory Warehouse Corporation   4/
                   401(k) Profit-Sharing Plan (as amended and      ---
                   restated effective January 1, 1999)
____________________

(1) Incorporated by reference to Exhibits filed with the Company's Annual
    Report on Form 10-K for the year ended May 30, 1998.  File No. 1-8739.

(2) Incorporated by reference to Exhibits filed with the Company's
    Registration Statement on Form S-8 with the Commission on May 20, 1999.
    File No. 333-78941.

(3) Incorporated by reference to the Exhibits filed with the
    Company's Annual Report on Form 10-K for the year ended June
    29, 1996, File No. 1-8739.

(4) Incorporated by reference to Exhibits filed with the Company's Quarterly
    Report on Form 10-Q for the period ended February 27, 1999.
    File No. 1-8739.

*   Executive Compensation Plan

                                                              Page 27 of 69

                                                                Page No.
                                                                --------

            10.7   Loan Agreement dated as of August 1, 1995 by    5/
                     and between New Jersey Economic Development   ---
                     Authority and Burlington Coat Factory Ware-
                     house of New Jersey, Inc.

            10.8   Assignment of Leases dated as of August 1,      5/
                     1995 from Burlington Coat Factory Warehouse   ---
                     of New Jersey, Inc. to First Fidelity
                     Bank, National Association

            10.9   Mortgage and Security Agreement dated as of     5/
                     August 1, 1995 between Burlington Coat        ---
                     Factory Warehouse of New Jersey, Inc. and
                     First Fidelity Bank, National Association

           10.10   Indenture of Trust dated as of August 1, 1995   5/
                     by and between New Jersey Economic Development---
                     Authority and Shawmut Bank Connecticut,
                     National Association

           10.11   Guaranty and Suretyship dated as of August 1,   5/
                     1995 from the Company to First Fidelity Bank, ---
                     National Association

           10.12   Letter of Credit Reimbursement Agreement dated  5/
                     as of August 1, 1995 between Burlington Coat  ---
                     Factory Warehouse of New Jersey, Inc. and
                     First Fidelity Bank, National Association

           10.13  Environmental Indemnity Agreement dated as of    5/
                     August 1, 1995 between Burlington Coat Factory---
                     Warehouse of New Jersey, Inc. and First
                     Fidelity Bank, National Association

           10.14  Note Agreement dated June 27, 1990               5/
                                                                   ---


________________

(5)  Incorporated by reference to the Exhibits filed with the
     Company's Annual Report on Form 10-K for the year ended
     July 1, 1995.  File No. 1-8739.

                                                              Page 28 of 69

                                                                Page No.
                                                                --------

           10.15  Amendment to Note Agreement dated as of          61
                     January 1, 1999

              21  Subsidiaries of Registrant                       65

              23  Consent of Deloitte & Touche LLP, independent    67
                    certified public accountants, to the use of
                    their report on the financial statements of
                    the Company for the year ended May 29, 1999
                    in the Registration Statements of the Company
                    on Form S-8, Registration No. 2-96332,
                    No. 33-21569, No. 33-51965, No. 333-41077,
                    No. 333-65995, and No. 333-78941

              27   Financial Data Schedule                         69




              EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS
              ---------------------------------------------
       Description                     Location
       -----------                     --------

1) 1993 Stock Incentive Plan      Filed as Exhibit 10.2

2) 1998 Stock Incentive Plan      Filed as Exhibit 10.3

     (b)  Reports on Form 8-K

         During the period ended May 29, 1999 the Company did not
file any report on Form 8-K.

                                                              Page 29 of 69

                               SIGNATURES

              Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.

              BURLINGTON COAT FACTORY WAREHOUSE CORPORATION
              ---------------------------------------------
                              (Registrant)

By:       /s/Monroe G. Milstein
          ---------------------
       Monroe G. Milstein, President

Dated: August 27, 1999

       Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates
indicated.

         Name                      Title                    Date

 /s/Monroe G. Milstein       Chief Executive Officer   August 27, 1999
-------------------------    and President (Principal
Monroe G. Milstein           Executive Officer);
                             Director

 /s/Robert L. LaPenta, Jr.   Controller (Principal     August 27, 1999
--------------------------   Financial and
Robert L. LaPenta, Jr.       Accounting Officer)

 /s/Bernard Brodsky          Treasurer                 August 27, 1999
--------------------------
Bernard Brodsky

--------------------------   Director
Henrietta Milstein

 /s/Harvey Morgan            Director                  August 27, 1999
--------------------------
Harvey Morgan

 /s/Andrew R. Milstein       Director                  August 27, 1999
--------------------------
Andrew R. Milstein

 /s/Stephen E. Milstein      Director                  August 27, 1999
--------------------------
Stephen E. Milstein

 /s/Mark A. Nesci            Director                  August 27, 1999
--------------------------
Mark A. Nesci

 /s/Irving Drillings         Director                  August 27, 1999
--------------------------
Irving Drillings

                                                              Page 30 of 69











                 [THIS PAGE INTENTIONALLY LEFT BLANK]










                                                              Page 31 of 69

            BURLINGTON COAT FACTORY WAREHOUSE CORPORATION
             ---------------------------------------------

                          AND SUBSIDIARIES
                         -------------------

                INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                ------------------------------------------

                                                         Page No.

Independent Auditors' Report                               33

Consolidated Balance Sheets                                34
  May 29, 1999 and May 30, 1998

Consolidated Statements of Operations for the              35
  Twelve Months Ended May 29, 1999, the Eleven Months
  Ended May 30, 1998 and the Twelve Months
  Ended June 28, 1997

Consolidated Statements of Stockholders' Equity            36
  for the Twelve Months Ended June 28, 1997, for
  the Eleven Months Ended May 30, 1998 and the Twelve
  Months Ended May 29, 1999

Consolidated Statements of Cash Flows for the              37
  Twelve Months Ended May 29, 1999, the Eleven Months
  Ended May 30, 1998 and the Twelve Months Ended
  June 28, 1997

Notes to consolidated financial statements                 38

Financial Statement Schedules

  Schedule II -- Valuation and Qualifying Accounts         56

  Schedules I, III, IV and V are omitted because
    they are not applicable or not required
    because the required information is included
    in the consolidated financial statements or
    notes thereto.

                                                              Page 32 of 69

INDEPENDENT AUDITORS' REPORT
----------------------------

Board of Directors and Stockholders
Burlington Coat Factory Warehouse Corporation
Burlington, New Jersey

       We have audited the accompanying consolidated balance
sheets of Burlington Coat Factory Warehouse Corporation and its
subsidiaries as of May 29, 1999 and May 30, 1998, and the related
consolidated statements of operations, stockholders' equity, and
cash flows for the year ended May 29, 1999 and for the eleven
months in the period ended May 30, 1998 and for the year ended June
28, 1997.  Our audits also included the financial statement
schedule listed in the Index at Item 14(a)(2).  These financial
statements and financial statement schedule are the responsibility
of the Company's management.  Our responsibility is to express an
opinion on the financial statements and financial statement
schedule based on our audits.

       We conducted our audits in accordance with generally
accepted auditing standards.  Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe our audits provide a
reasonable basis for our opinion.

       In our opinion, such consolidated financial statements
present fairly, in all material respects, the financial position of
Burlington Coat Factory Warehouse Corporation and subsidiaries at
May 29, 1999 and May 30, 1998, and the results of their operations
and their cash flows for the year ended May 29, 1999 and for the
eleven months in the period ended May 30, 1998 and for the year
ended June 28, 1997 in conformity with generally accepted
accounting principles.  Also, in our opinion, such financial
statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly
in all material respects, the information set forth therein.


DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
July 28, 1999

                                                              Page 33 of 69

<TABLE>
<CAPTION>
           BURLINGTON COAT FACTORY WAREHOUSE CORPORATION
                         AND SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEETS

           (All amounts in thousands except share data)


                                                        May 29,       May 30,
                                                         1999          1998
                                                        -------       -------
<S>                                                    <C>           <C>
Current Assets:
  Cash and Cash Equivalents                            $106,952      $153,964
  Accounts Receivable (Net of Allowance for Doubtful
    Accounts of 1999-$723 and 1998-$1,103)               14,227        17,578
  Merchandise Inventories                               501,040       474,817
  Deferred Tax Asset                                     10,231        11,207
  Prepaid and Other Current Assets                       18,247        22,993
  Prepaid Income Tax                                        973          -
                                                        -------       -------
         Total Current Assets                           651,670       680,559
                                                        -------       -------
Property and Equipment Net of Accumulated
  Depreciation and Amortization                         252,221       222,813
Long Term Investments                                    24,175          -
Other Assets                                             13,569         6,435
                                                       --------       -------
Total Assets                                           $941,635      $909,807
                                                       ========      ========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

Current Liabilities:
  Accounts Payable                                     $222,766      $198,597
  Income Taxes Payable                                     -           10,372
  Accrued Insurance Costs                                10,814        17,532
  Other Current Liabilities                              77,412        76,807
  Current Maturities of Long-Term Debt                    7,919         8,792
                                                       --------      --------

         Total Current Liabilities                      318,911       312,100

Long-Term Debt                                           52,970        60,890
Other Liabilities                                        15,689        16,977
Deferred Tax Liability                                    5,909         3,771

Commitments and Contingencies

Stockholders' Equity:
  Preferred Stock, Par Value $1; Authorized
         5,000,000 shares; none issued and outstanding     -             -
  Common Stock, Par Value $1; Authorized
         100,000,000 shares; 49,611,988 shares issued at
         May 29, 1999; 49,593,616 shares issued
         at May 30, 1998                                  49,612       49,594
  Capital in Excess of Par Value                          19,157       18,710
  Retained Earnings                                      515,814      468,958
  Unearned Compensation                                       (2)         (29)
  Accumulated Other Comprehensive Income (Loss)              (29)         -
  Treasury Stock at Cost; 1999-3,212,290 shares;
         1998-2,214,624 shares                           (36,396)     (21,164)
                                                         --------     --------
         Total Stockholders' Equity                      548,156      516,069
                                                         --------     --------
Total Liabilities and Stockholders' Equity              $941,635     $909,807
                                                        =========    =========
</TABLE>

See notes to consolidated financial statements

                                                              Page 34 of 69

<TABLE>
<CAPTION>

          BURLINGTON COAT FACTORY WAREHOUSE CORPORATION
                         AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF OPERATIONS


           (All amounts in thousands except share data)

                                       Twelve Months    Eleven Months    Twelve Months
                                           Ended            Ended            Ended
                                          May 29,          May 30,          June 28,
                                           1999             1998              1997
                                          ------------------------------------------

REVENUES:
<S>                                    <C>                 <C>            <C>
Net Sales                              $1,988,513          $1,795,623     $1,758,368
Other Income                               17,183              18,274         18,455
                                       ----------          ----------     ----------
                                        2,005,696           1,813,897      1,776,823
                                       ----------          ----------     ----------
COSTS AND EXPENSES:
 Cost of Sales (Exclusive of
  Depreciation and Amortization)        1,278,717           1,142,956      1,126,975
 Selling and Administrative Expenses      610,022             528,725        514,959
 Depreciation and Amortization             35,046              29,634         31,047
 Interest Expense                           5,771               6,829          8,080
                                        ---------          ----------      ---------
                                        1,929,556           1,708,144      1,681,061
                                        ---------          ----------      ---------
Income Before Provision for
 Income Taxes                              76,140             105,753         95,762

Provision for Income Taxes                 28,357              42,114         39,247
                                        ---------          ----------      ---------


Net Income                             $   47,783          $   63,639     $   56,515
                                       ==========          ==========     ==========

Basic and Diluted Net Income Per Share $     1.02          $     1.34     $     1.17
                                       ==========          ==========     ==========

Weighted Average Shares Outstanding    46,876,564          47,420,726     48,253,996
                                       ==========          ==========     ==========

Dividends Per Share                    $      .02          $      .02          --
                                       ==========          ==========     ==========
</TABLE>


See notes to consolidated financial statements

                                                              Page 35 of 69

<TABLE>
<CAPTION>
           BURLINGTON COAT FACTORY WAREHOUSE CORPORATION
                         AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
               TWELVE MONTHS ENDED JUNE 28, 1997,
                ELEVEN MONTHS ENDED MAY 30, 1998
              and TWELVE MONTHS ENDED MAY 29, 1999

                   (All amounts in thousands)


                                                                           Accumulated
                                      Capital in                              Other
                             Common   Excess of   Retained    Unearned     Comprehensive   Treasury
                             Stock    Par Value   Earnings  Compensation   Income (Loss)    Stock      Total
---------------------------------------------------------------------------------------------------------------
<S>                          <C>      <C>         <C>          <C>              <C>         <C>        <C>
Balance at June 29, 1996     $41,165  $25,384     $349,608    ($87)             -           ($2,325)   $413,745
Net Income                                          56,515                                               56,515
Stock Options Exercised           94      551                                                               645
Tax Benefit From Exercise of
  Stock Options                            62                                                                62
Unearned Compensation                                           33                                           33
Treasury Stock Transactions                                                                 (10,785)    (10,785)

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

Balance at June 28, 1997      41,259   25,997      406,123     (54)             -           (13,110)    460,215
Net Income                                          63,639                                               63,639
Stock Options Exercised           78      444                                                               522
Tax Benefit From Exercise
  of Stock Options                        526                                                               526
Unearned Compensation                                           25                                           25
Treasury Stock Transactions                                                                  (8,054)     (8,054)
Stock Dividend                 8,257   (8,257)                                                                -
Dividends                                            (804)                                                 (804)

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

Balance at May 30, 1998       49,594   18,710     468,958      (29)             -           (21,164)    516,069
Comprehensive Income:
 Net Income                                        47,783                                                47,783
 Net Unrealized Loss on
  Noncurrent Marketable
  Securities                                                                  ($29)                         (29)
                                                                                                       ---------
 Total Comprehensive Income                                                                              47,754
Stock Options Exercised          18       198                                                               216
Tax Benefit From Exercise
  of Stock Options                        249                                                               249
Unearned Compensation                                           27                                           27
Treasury Stock Transactions                                                                 (15,232)    (15,232)
Dividends                                            (927)                                                 (927)
----------------------------------------------------------------------------------------------------------------
Balance at May 29, 1999     $49,612   $19,157    $515,814      ($2)           ($29)        ($36,396)   $548,156
================================================================================================================
</TABLE>

See notes to consolidated financial statements





                                                              Page 36 of 69

<TABLE>
<CAPTION>
                BURLINGTON COAT FACTORY WAREHOUSE CORPORATION
                             AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CASH FLOWS

                        (All amounts in thousands)

                                                      Twelve Months     Eleven Months    Twelve Months
                                                          Ended             Ended            Ended
                                                         May 29,           May 30,         June 28,
                                                          1999              1998             1997
                                                       -----------------------------------------------
<S>                                                     <C>                <C>            <C>
OPERATING ACTIVITIES
  Net Income                                            $47,783            $63,639        $ 56,515

  Adjustments to Reconcile Net Income to Net
     Cash Provided by Operating Activities:
    Depreciation and Amortization                        35,046             29,634          31,047
    Provision for Losses on Accounts Receivable           7,978              7,187           7,203
    Provision for Deferred Income Taxes                   3,114             (4,658)           (395)
    Loss on Disposition of Fixed Assets                     836                794           1,165
    Non-Cash Rent Expense and Other                       1,061              1,047           1,521

     Changes in Assets and Liabilities:
      Accounts Receivable                                (7,443)            (7,931)         (9,865)
      Merchandise Inventories                           (26,223)          (108,584)          4,204
      Prepaids and Other Current Assets                   4,746            (15,843)         12,652
      Accounts Payable                                   24,169             54,757          24,940
      Accrued and Other Current Liabilities             (16,873)            19,506          12,621
      Deferred Rent Incentives                           (1,085)             7,887            -
                                                       ---------           --------        --------

      Net Cash Provided by Operating Activities          73,109             47,435         141,608
                                                       ---------           --------        --------

INVESTING ACTIVITIES
  Acquisition of Property and Equipment                 (69,244)           (43,320)        (35,797)
  Proceeds From Sale of Fixed Assets                      3,682                 13             390
  Lease Acquisition Costs                                (8,825)              -               -
  Receipts Against Long-Term Notes Receivable             3,197              1,118           1,085
  Minority Interest                                          58                 56            (110)
  Acquisition of Long Term Securities                   (24,280)              -               -
  Other                                                    -                     2             (42)
                                                        --------           --------        --------

      Net Cash Used in Investing Activities             (95,412)           (42,131)        (34,474)
                                                        --------           ---------       --------
FINANCING ACTIVITIES
  Principal Payments on Long-Term Debt                   (8,793)              (423)        (13,193)
  Issuance of Common Stock Upon Exercise of
   Stock Options                                            243                547             678
  Purchase of Treasury Stock                            (15,232)            (8,054)        (10,785)
  Payment of Dividends                                     (927)              (804)           -
                                                        --------           ---------       --------
      Net Cash Used in Financing Activities             (24,709)            (8,734)        (23,300)

      Increase (Decrease) in Cash and Cash Equivalents  (47,012)            (3,430)         83,834
      Cash and Cash Equivalents at Beginning of Period  153,964            157,394          73,560
                                                        --------           ---------       --------
      Cash and Cash Equivalents at End of Period       $106,952           $153,964        $157,394
                                                       ========           ==========      =========

Supplemental Disclosure of Cash Flow Information:
      Interest Paid                                       $6,431           $  4,000       $  8,092
                                                        ========          ==========      =========
      Income Taxes Paid                                  $36,588           $ 42,240       $ 34,212
                                                        ========          ==========      =========
</TABLE>

See notes to consolidated financial statements

                                                              Page 37 of 69

Notes to Consolidated Financial Statements
-------------------------------------------------------------------------------

A.  Summary of Significant Accounting Policies

     1.    Business

           Burlington Coat Factory Warehouse Corporation operates
     263 stores, in 42 states, which sell apparel, shoes and
     accessories for men, women and children.  A majority of those
     stores offer a home furnishings and linens department and a
     juvenile furniture department.  The Company operates stores
     under the names "Burlington Coat Factory Warehouse"(two
     hundred forty-two stores), "Cohoes Fashions" (four stores),
     "Decelle" (eight stores), "Luxury Linens" (six stores),
     "Totally 4 Kids" (one store), and "Baby Depot"   (two stores).
     Cohoes Fashions offers merchandise in the middle to higher
     price range.  Decelle offers merchandise in the moderate price
     range for the entire family with an emphasis on children's and
     youth wear.  Luxury Linens is a specialty store for linens,
     bath shop items, gifts and accessories and offers merchandise
     in the middle to higher price range.  Totally 4 Kids is a
     moderate to upscale concept store offering maternity wear,
     baby furniture, children's wear from toddlers up to teens,
     children's books, toys, computer software for kids and
     educational tapes in a family environment.  Baby Depot is a
     stand alone infant and toddler store specializing in infant
     and toddler apparel, furnishings and accessories.

     2.    Principles of Consolidation

           The consolidated financial statements include the
     accounts of Burlington Coat Factory Warehouse Corporation and
     its subsidiaries (the "Company").  All intercompany
     transactions and balances have been eliminated in
     consolidation.

     3.    Use of Estimates

           The Company's consolidated financial statements have been
     prepared in conformity with generally accepted accounting
     principles.  Certain amounts included in the consolidated
     financial statements are estimated based on currently
     available information and management's judgment as to the
     outcome of future conditions and circumstances.  While every
     effort is made to ensure the integrity of such estimates,
     including the use of third party specialists where
     appropriate, actual results could differ from these estimates.

                                                              Page 38 of 69

     4.    Cash and Cash Equivalents

           Cash and cash equivalents represent cash and short-term,
     highly liquid investments with maturities of three months or
     less at time of purchase.  Cash equivalent investments
     amounted to $89.6 million at May 29, 1999 and $145.9 million
     at May 30, 1998.

     5.    Inventories

           Merchandise inventories are valued at the lower of cost,
     on a First In First Out (FIFO) basis or market, as determined
     by the retail inventory method.

     6.    Property and Equipment

           Property and equipment are stated at cost and
     depreciation is computed on the straight line method over the
     estimated useful lives of the assets.  The estimated useful
     lives are between 20 and 40 years for buildings, depending
     upon the expected useful life of the facility, and three to
     ten years for store fixtures and equipment.  Leasehold
     improvements are amortized over a ten year period or lease
     term, whichever is less.  Repairs and maintenance expenditures
     are charged to expense as incurred.  Renewals and betterments
     which significantly extend the useful lives of existing
     property and equipment are capitalized.

     7.    Other Current Liabilities

           Other current liabilities primarily consisted of sales
     tax payable, accrued operating expenses, payroll taxes payable
     and other miscellaneous items.

     8.    Store Opening Expenses

           Expenses related to new store openings are charged to
     operations in the period incurred.

     9.    Income Taxes

           The Company accounts for income taxes in accordance with
     Statement of Financial Accounting Standards ("SFAS") No. 109,
     Accounting for Income Taxes. Deferred income taxes have been
     recorded to recognize temporary differences which result from
     revenues and expenses being recognized in different periods
     for financial reporting purposes than for income tax purposes.

                                                             Page 39 of 69

    10.   Basic and Diluted Net Income Per Share

            In February 1997, the Financial Accounting Standards
     Board ("FASB") issued SFAS No. 128, Earnings Per Share.   This
     standard requires dual presentation of basic and diluted
     earnings per share and requires reconciliation of the
     numerators and denominators of the basic and diluted earnings
     per share calculation.

            Basic and diluted net income per share is based on the
     weighted average number of shares outstanding during each
     period.  The amounts used in calculation of basic and dilutive
     net income per share are as follows:

<TABLE>
<CAPTION>

                            Twelve Months   Eleven Months  Twelve Months
                                Ended           Ended          Ended
                            May 29, 1999    May 30, 1998   June 28, 1997
                            ---------------------------------------------
                            (all amounts in thousands except per share data)

  <S>                         <C>           <C>             <C>
  Net Income                  $47,783       $63,639         $56,515
                              =======       =======         =======
  Weighted Average Shares
   Outstanding                 46,877        47,421          48,254
  Effect of Dilutive Stock
   Options                         87            99              96
  Weighted Average Shares Out-
   standing, Assuming
   Dilution                    46,964        47,520          48,350
                              =======        ======          ======
  Basic and Diluted Net
   Income Per Share           $  1.02        $ 1.34         $  1.17
                              =======        ======         =======
</TABLE>
          Options to purchase 108,720 shares of common stock were
     outstanding during fiscal 1999, but were not included in the
     computation of weighted average shares outstanding, assuming
     dilution, because the options' exercise price is greater than
     the average market price of common shares and therefore would
     be antidilutive.


     11.  Fiscal Year End Date

          During Fiscal 1998, the Board voted in favor of a
     resolution to change the Company's fiscal year to a 52-53 week
     year ending on the Saturday closest to May 31.  Fiscal 1999
     ended May 29, 1999 and consisted of 52 weeks.  Fiscal 1998
     ended on May 30, 1998 and consisted of 48 weeks.  Previously,
     the Company's fiscal year was a 52-53 week year with its year
     ending on the Saturday closest to June 30th.  Fiscal 1997
     ended June 28, 1997 and consisted of 52 weeks.  Below are set
     forth financial data for the twelve months ended May 29, 1999
     and the twelve months ended May 30, 1998 (52 weeks).

                                                              Page 40 of 69

<TABLE>
<CAPTION>

                                      Twelve Months Ended
                                May 29, 1999     May 30, 1998
                                 (52 weeks)       (52 weeks)
                                                  (unaudited)
                                ------------------------------------
                               (in thousands except per share data)
     <S>                        <C>               <C>
     Revenues                   $2,005,696        $1,909,433
     Gross Profit                  709,796           688,263
     Selling and Administration
       Expenses                    610,022           564,524
     Provision for Income Taxes     28,357            41,195
     Net Income                     47,783            62,358
     Basic and Diluted Net Income
       Per Share                     $1.02            $ 1.31
</TABLE>

     12.  Other Income

          Other income is primarily rental income received from
     leased departments, interest income and miscellaneous items.

     13.  Advertising Costs

          The Company's net advertising costs consist primarily of
     newspaper and television costs.  The production costs of net
     advertising are charged to expenses as incurred.  Net
     advertising expenses for the twelve months ended May 29, 1999,
     eleven months ended May 30, 1998 and twelve months ended June
     28, 1997 were $51.3 million, $44.5 million, and $45.4 million,
     respectively.

     14.  Impairment of Long Lived Assets

          The Company accounts for impaired long-lived assets in
     accordance with SFAS No. 121, Accounting for the Impairment of
     Long-Lived Assets and for Long-Lived Assets to Be Disposed of.
     This statement requires that long-lived assets and certain
     identifiable intangibles to be held and used by an entity be
     reviewed for impairment whenever events or changes in
     circumstances indicate that the carrying amount of an asset
     may not be recoverable.  Also, in general, long-lived assets
     and certain intangibles to be disposed of should be reported
     at the lower of carrying amount or fair value less cost to
     sell.  The Company considers historical performance and future
     estimated results in its evaluation of potential impairment
     and then compares the carrying amount of the asset to the
     estimated future cash flows expected to result from the use of
     the asset.  If the carrying amount of the asset exceeds
     estimated expected undiscounted future cash flows, the Company
     measures the amount of the impairment by comparing the

                                                              Page 41 of 69

     carrying amount of the asset to its fair value.  The
     estimation of fair value is generally measured by discounting
     expected future cash flows at the rate the Company utilizes to
     evaluate potential investments.

     15.  Stock-Based Compensation

          SFAS No. 123, Accounting for Stock Based Compensation,
     encourages, but does not require companies to record
     compensation cost for stock-based employee compensation plans
     at fair value.  The Company has chosen to continue to account
     for stock-based compensation using the intrinsic method
     prescribed in Accounting Principles Board Opinion No. 25,
     Accounting for Stock Issued to Employees, and related
     Interpretations.  Accordingly, compensation cost for stock
     options is measured as the excess, if any, of the quoted
     market price of the Company's stock at the date of the grant
     over the amount an employee must pay to acquire the stock (See
     Note M).

     16.  Comprehensive Income

          In June 1997, the FASB issued SFAS No. 130, Reporting
     Comprehensive Income.  This statement establishes standards
     for reporting and disclosure of comprehensive income and its
     components (revenues, expenses, gains and losses).  The
     Company presents comprehensive income as a component of
     stockholders' equity.

     17.  Long Term Investments

          The Company classifies its investments in debt-securities
     into held-to-maturity, available-for-sale or trading
     categories in accordance with the provisions of SFAS No. 115,
     Accounting For Certain Investments in Debt and Equity
     Securities.  Debt securities are classified as held-to-maturity
     when the Company has the positive intent and ability
     to hold the securities to maturity.  Held-to-maturity
     securities are stated at amortized cost.  The Company's debt
     securities not classified as held-to-maturity are classified
     as available-for-sale and are carried at fair market value,
     with unrealized gains and losses, net of tax, reported as a
     separate component in stockholders' equity.

     18.  Recent Accounting Pronouncements

          a.   In June 1998, the FASB issued Statement of Financial
     Accounting Standards No. 133, Accounting for Derivative

                                                              Page 42 of 69

     Instruments and Hedging Activities.  This statement
     establishes accounting and reporting standards for derivative
     instruments, including certain derivative instruments embedded
     in other contracts (collectively referred to as derivatives),
     and for hedging activities.  It requires that an entity
     recognize all derivatives as either assets or liabilities in
     the statement of financial position and measure those
     instruments at fair value.  This statement is effective for
     all fiscal quarters of fiscal years beginning after June 15,
     2000.  The Company has not yet assessed what the impact of
     SFAS No. 133 will be on the Company's future earnings or
     financial position.

          b.   In March 1998, the AICPA issued Statement of
     Position ("SOP") 98-1, Accounting For the Costs of Computer
     Software Developed For or Obtained for Internal-Use.  The SOP
     is effective for the Company in fiscal 2000.  The SOP will
     require the capitalization of certain costs incurred after the
     date of adoption in connection with developing or obtaining
     software for internal use.  The Company has not yet assessed
     what the impact of the SOP will be on the Company's future
     earnings or financial position.

B.   Stock Split

     On September 8, 1997, the Board of Directors declared a
six-for-five split of the Company's common stock effective
October 16, 1997, to stockholders of record on October 1,
1997.  This stock split was effected in the form of a 20%
stock dividend by the distribution of one additional share for
every five shares of stock already issued.  The par value of
the Common Stock remained at $1.00 per share.  As a result,
$8.3 million, representing the total par value of the new
shares issued, were transferred from the capital in excess of
par value account to common stock.  Weighted average shares
outstanding and net income per share amounts for fiscal 1997
have been restated to reflect the six for five stock split.

                                                              Page 43 of 69

C.   Property and Equipment
<TABLE>
<CAPTION>

     Property and equipment consists of:
     ---------------------------------------------------------------------------
                                  May 29,            May 30,
                                   1999               1998
                                        (in thousands)
     ---------------------------------------------------------------------------
    <S>                           <C>                 <C>
    Land                          $20,087             $20,690
    Buildings                      83,211              78,542
    Store Fixtures and
      Equipment                   244,813             211,470
    Leasehold Improvements         97,188              76,918
    Construction in Progress        4,857                 867
                                 ---------           ---------
                                  450,156             388,487
    Less Accumulated Depreciation
      and Amortization           (197,935)           (165,674)
                                 ---------           ---------
                                  $252,221           $222,813
                                 =========           =========
</TABLE>

D.   Investments

     At May 29, 1999, the Company held $4.2 million and $20.0
million of held-to-maturity and available-for-sale debt securities,
respectively.  Held-to-maturity securities consist of Federal
National Mortgage Association notes that mature on February 25,
2002 and are to be pledged as collateral under certain insurance
contracts which previously had been collateralized through the use
of letter of credit agreements.  At May 29, 1999, amortized cost
approximates fair value.  Available-for-sale securities consist of
a Federal Home Loan Mortgage Corporation note that matures on March
3, 2004.  Gross unrealized losses were approximately $29,000 in
fiscal 1999.

E.   Accounts Payable
<TABLE>
<CAPTION>

    Accounts payable consists of:
    ----------------------------------------------------------------------------
                                  May 29,              May 30,
                                   1999                 1998
                                        (in thousands)
    ----------------------------------------------------------------------------
    <S>                           <C>                 <C>
    Accounts Payable-Trade        $195,231            $176,914
    Accounts Payable-Due Banks      13,245               9,851
    Other                           14,290              11,832
                                  --------            --------
                                  $222,766            $198,597
                                  ========            ========
</TABLE>

                                                              Page 44 of 69

F.   Lines of Credit

     The Company had a committed line of credit of $50.0 million at
both May 29, 1999 and May 30, 1998.  The Company's committed line
of credit renews every three years and is available through
December 2002.  The Company also had an uncommitted line of credit
of $50.0 million and $100.0 million at May 29, 1999 and May 30,
1998, respectively.  The uncommitted lines of credit are cancelable
by the bank at any time.  Letters of credit outstanding against
these lines were $20.9 million and $33.8 million at May 29, 1999
and May 30, 1998, respectively.

     The Company had no borrowings under these credit lines during
fiscal 1999 or 1998.  Short-term borrowings against these lines of
credit bear interest at or below the lending bank's prime rate
(7.75% at May 29, 1999).

G.   Long-Term Debt

     Long-term debt consists of:
<TABLE>
<CAPTION>
     ---------------------------------------------------------------------------
                                           May 29,            May 30,
                                            1999               1998
                                                 (in thousands)
     ---------------------------------------------------------------------------
    <S>                                    <C>               <C>
    Subordinated Notes, 10.6%, due in
      annual principal payments of $7.4
      million from June 1999 to June 2005
      with interest due semiannually       $51,800           $59,200
    Industrial Revenue Bonds, 5.75%,
      due in semi-annual payments of
      various amounts from September 1,
      1999 to September 1, 2010              8,945             9,330
    Urban Development Action Grant, non-
      interest bearing, due April 1999        -                  917
    Promissory note, due at various dates
      through 2000 (interest rate
      imputed at 10.6%)                        144               235
                                           --------         --------

    Subtotal                                60,889            69,682

    Less current portion                    (7,919)           (8,792)
                                           --------          --------

    Long-Term Debt                         $52,970           $60,890
                                           ========          ========
</TABLE>

    The Industrial Revenue Bonds and Urban Development Action
Grant were issued in connection with the construction of the
Company's distribution center.  The Bonds are secured by a first

                                                              Page 45 of 69

mortgage on the Company's distribution center.  The Urban
Development Action Grant was secured by a second mortgage on the
facility.  Indebtedness totaling $8.9 million are secured by land
and buildings with a net book value of $18.5 million at May 29,
1999.

     Long-term debt maturing in each of the next five fiscal years
is as follows:  2000-$7.9 million;  2001-$7.9 million; 2002-$7.9
million;  2003-$8.0 million;  and 2004-$8.0 million.

      As of May 29, 1999, the Company was in compliance with all
covenants related to its loan agreements.  Several loan agreements
of the Company contain restrictions which, among other things,
require maintenance of certain financial ratios, restrict
encumbrance of assets and creation of indebtedness, and limit
the payment of dividends.  At May 29, 1999, $296.0 million of the
Company's retained earnings of $515.8 million were unrestricted and
available for the payment of dividends under the most restrictive
terms of the agreements.

H.   Sales from Leased Departments

     Retail sales from certain leased departments, included in net
sales, amounted to $44.4 million, $39.4 million, and $34.8 million
in fiscal 1999, fiscal 1998 and fiscal 1997, respectively.

I.   Lease Commitments

     The Company leases 242 stores and office spaces under
operating leases that will expire principally during the next
twenty years.  The leases typically include renewal options and
escalation clauses and provide for contingent rentals based on a
percentage of gross sales.

      The following is a schedule of future minimum lease payments
under the operating leases:
<TABLE>
<CAPTION>
     ---------------------------------------------------------------------------
           Fiscal Year                              (in thousands)
     ---------------------------------------------------------------------------
           <S>                                       <C>
           2000                                      $76,559
           2001                                       73,502
           2002                                       69,498
           2003                                       64,602
           2004                                       58,544
           Thereafter                                294,598
                                                    --------

           Total minimum lease payments             $637,303
                                                    ========
</TABLE>

                                                              Page 46 of 69

    The above schedule of future minimum lease payments has not
been reduced by future minimum sublease rental income of $10.0
million under non-cancelable subleases and other contingent rental
agreements.

     Total rental expenses under operating leases for the periods
ended May 29, 1999, May 30, 1998 and June 28, 1997 were $77.2
million, $66.2 million and $67.0 million, respectively, including
contingent rentals of $2.5 million, $2.3 million, and $1.8 million,
respectively.  Rent expense for the above periods has not been
reduced by sublease rental income of $2.6 million, $2.1 million and
$4.0 million which has been included in other income for the
periods ended May 29, 1999, May 30, 1998, and June 28, 1997,
respectively.

    The Company has irrevocable letters of credit in the amount
of $14.5 million to guarantee payment and performance under certain
leases, insurance contracts and utility agreements.


J.  Employee Retirement Plans

     The Company has a noncontributory profit-sharing plan covering
employees who meet age and service requirements. The Company also
provides additional retirement security to participants through a
cash or deferred (salary deferral) feature qualifying under Section
401(k) of the Internal Revenue Code.   Membership in the salary
deferment feature is voluntary.  Employees may, up to certain
prescribed limits, contribute to the 401(k) plan and a portion of
these contributions are matched by the Company.  In addition, under
the profit sharing feature, the Company's contribution to the plan
is determined annually by the Board of Directors.  The provision
for Company profit sharing and 401(k) contributions for the twelve
months ended May 29, 1999, the eleven months ended May 30, 1998 and
the twelve months ended June 28, 1997 were $5.0 million, $6.5
million and $5.4 million, respectively.

                                                              Page 47 of 69

K.  Income Taxes
<TABLE>
<CAPTION>

     The provision for income taxes is summarized as follows:


    ----------------------------------------------------------------------------
    Period Ended                  1999        1998        1997
                                        (in thousands)
    ----------------------------------------------------------------------------
    <S>                          <C>         <C>        <C>
    Current:
    Federal                      $22,625     $40,214     $32,504
    State and Other                2,617       6,559       7,138
                                 -------     --------     --------
    Subtotal                      25,242      46,773      39,642
    Deferred                       3,115      (4,659)       (395)
                                 -------     --------     --------
    Total                        $28,357     $42,114     $39,247
                                 =======     ========    =========
</TABLE>

    A reconciliation of the Company's effective tax rate with the
statutory federal tax rate is as follows:
<TABLE>
<CAPTION>

     ---------------------------------------------------------------------------
     Period Ended                1999        1998       1997
     ---------------------------------------------------------------------------
     <S>                         <C>         <C>        <C>
     Tax at statutory rate       35.0%       35.0%      35.0%

     State income taxes, net
     of federal benefit           2.7         3.9        4.8

     Other charges                (.5)         .9        1.2
                                 -----        ---       ----
     Effective tax rate          37.2%       39.8%      41.0%
                                 =====       =====      =====
</TABLE>


     Deferred income taxes for 1999 and 1998 reflect the impact of
"temporary differences" between amounts of assets and liabilities
for financial reporting purposes and such amounts as measured by
tax laws.  These temporary differences are determined in accordance
with SFAS No. 109.

                                                              Page 48 of 69

     Temporary differences which give rise to deferred tax assets
and liabilities at May 29, 1999 and May 30, 1998 are as follows:
<TABLE>
<CAPTION>
    --------------------------------------------------------------------------------
    Period Ended                             1999                      1998
                                       Tax         Tax           Tax         Tax
                                      Assets   Liabilities      Assets   Liabilities
                                                      (in thousands)
    --------------------------------------------------------------------------------
    <S>                                <C>      <C>            <C>        <C>
    Current:
     Allowance for doubtful accounts $   291                   $   444
     Compensated absences                917                       838
     Inventory costs and reserves
       capitalized for tax purposes    5,397                     4,381
     Insurance reserves                4,481                     6,982
     Prepaid items deductible
      for tax purposes                           $ 1,383                   $ 1,582
     Other                               528                       144
                                     -------     -------       -------     -------
                                     $11,614     $ 1,383       $12,789     $ 1,582
                                     =======     =======       =======     =======

   Non-Current:
     Depreciation                                $13,123                   $11,116
     Accounting for rent expense     $ 4,182                   $ 4,855
     Pre-opening costs                 3,033                     2,502
     Other                                            1                         12
                                     -------     -------       -------      ------
                                     $ 7,215     $13,124       $ 7,357     $11,128
                                     =======     =======       =======     =======
</TABLE>

    No valuation account is deemed necessary.


L.  Supplementary Income Statement Information


<TABLE>
<CAPTION>
    ----------------------------------------------------------------------------
    Period Ended              1999        1998          1997
                                   (in thousands)
    ----------------------------------------------------------------------------
    <S>                      <C>        <C>            <C>
    Repairs and Maintenance  $22,513    $19,977        $19,913
</TABLE>

     All other required items are omitted since they are less than
1% of total revenues.

M.    Incentive Plans

      In April 1983, the stockholders of the Company adopted a Stock
Option and Stock Appreciation Rights Plan (the "1983 Plan") which
authorized the granting of options for the issuance of 1,125,000
shares of common stock.  During 1988 the stockholders authorized
the issuance of an additional 675,000 shares of common stock for a
total of 1,800,000 shares under this Plan.  The 1983 Plan provided
for the issuance of incentive stock options, nonqualified stock
options and stock appreciation rights.  This plan expired in April,
1993.  In November, 1993, the stockholders of the Company approved
a stock incentive plan (the "1993 Plan"), authorizing the granting
of incentive stock options, non-qualified stock options, stock

                                                             Page 49 of 69

appreciation rights, restricted stock, performance stock and other
stock based compensation.  A total of 540,000 shares of common
stock have been reserved for issuance under the 1993 Plan.  This
plan expired in August 1998.  In October, 1998, the stockholders
of the Company approved a stock incentive plan (the "1998 Plan"),
authorizing the granting of incentive stock options, non-qualified
stock options, stock appreciation rights, restricted stock,
performance stock and other stock based compensation.  A total of
350,000 shares of common stock have been reserved for issuance
under the 1998 Plan.  A summary of stock options transactions in
fiscal periods 1997, 1998 and 1999 is as follows (all share
information has been restated to reflect the six for five stock
split):

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                                                Weighted Average
                                 Number          Exercise Price
                                of Shares          Per Share
--------------------------------------------------------------------------------
     <S>                        <C>                <C>
     Options outstanding
      June 29, 1996. . . . .     421,764           $ 7.28
     Options issued. . . . .      20,880           $ 8.90
     Options cancelled . . .        (202)          $ 4.56
     Options exercised . . .    (112,318)          $ 5.74
                                ----------         -------

     Options outstanding
      June 28, 1997 . . . .      330,124           $ 7.91
     Options issued . . . .       75,700           $16.28
     Options cancelled. . .       (2,813)          $ 6.62
     Options exercised. . .      (85,337)          $ 6.12
                                 ----------        -------

     Options outstanding
      May 30, 1998. . . . .      317,674           $10.40
     Options issued . . . .        2,900           $22.13
     Options(cancelled)reversed      541           $ 4.56
     Options exercised. . .      (18,372)          $ 6.41
                                 ----------        -------
     Options outstanding
      May 29, 1999. . . . .      302,743           $10.74
                                 ----------        -------
     Options exercisable. .      299,843           $10.63
                                 ----------        -------
</TABLE>

                                                              Page 50 of 69

<TABLE>
<CAPTION>


     The following table summarizes information about the stock
options outstanding under the Company's option plans as of May 29,
1999:

                                       Options Outstanding                   Options Exercisable
                          ---------------------------------------------    -----------------------
                                             Weighted
                                              Average          Weighted                  Weighted
          Range of          Number           Remaining         Average       Number      Average
          Exercise        Outstanding       Contractual        Exercise    Exercisable   Exercise
           Prices         at 5/29/99            Life            Price       at 5/29/99     Price
          --------        -----------       ------------       ---------   ------------  ---------
         <S>               <C>                  <C>            <C>            <C>          <C>
           $4.56           100,303              .5 yrs         $ 4.56         100,303      $ 4.56

         $8.85-$9.58        93,720             6.3 yrs         $ 9.37          93,720      $ 9.38

          $16.28            75,700             8.8 yrs         $16.28          75,700      $16.28

          $20.57-
          $22.13            33,020             5.2 yrs         $20.71          30,120      $20.57
        -----------------------------------------------------------------------------------------
                           302,743                                            299,843
        -----------------------------------------------------------------------------------------

</TABLE>

     The Company adopted the disclosure requirements of SFAS No.
123, Accounting for Stock Based Compensation, effective with the
1997 financial statements, but elected to continue to measure
compensation expense in accordance with APB Opinion No. 25,
Accounting for Stock Issued to Employees.  Accordingly, no
compensation expense for stock options has been recognized.  If
compensation expense had been determined based on the estimated
fair value of options granted in 1997, 1998 and 1999, consistent
with the methodology in SFAS 123, the pro forma effects on the
Company's net income per share would have been as follows (in
thousands, except per share amounts):
<TABLE>
<CAPTION>

                                    1999      1998      1997
                                   -------   -------   -------
     <S>                           <C>       <C>       <C>
     Net Income:
       As reported                 $47,783   $63,639   $56,515
       Pro forma                   $47,374   $63,540   $56,146

     Net Income per Share:
       As reported                   $1.02     $1.34     $1.17
       Pro forma                     $1.01     $1.34     $1.17
</TABLE>


     The fair value of each stock option granted is estimated on
the date of grant using the Black-Scholes option pricing model with
the following weighted average assumptions used for grants in 1999,
1998 and 1997.

                                                              Page 51 of 69

                                     1999        1998        1997
                                    ------      ------      ------
     Risk-free interest rate         5.40%       5.65%        6.5%
     Expected volatility            48.4%       42.9%        42.9%
     Expected life                   8 years    10 years     10 years
     Contractual life               10 years    10 years     10 years
     Fair value of options granted $10.46      $10.38        $5.62

     During the fiscal year ended June 29, 1996, a restricted stock
award of 10,000 shares of the Company's common stock was made to an
officer of the Company.  The fair market value on the date of the
award was $108,800.  The shares become vested to the officer over
a four year period based on certain employment criteria.  The
unearned compensation related to this award is being amortized over
the vesting period.

N.   Interim Financial Information (Unaudited)
     (All amounts in thousands except per share data)
<TABLE>
<CAPTION>

                                                                            Basic and
                                              Provision                      Diluted
                                              (Benefit)                     Net Income
                                Gross         for Income    Net Income     (Loss) per
         Quarter   Net Sales   Profit           Taxes         (Loss)        Share (1)
       --------------------------------------------------------------------------------
       <S>       <C>          <C>              <C>          <C>            <C>
       1999:

         First    $347,187    $120,022         ($7,642)      ($11,477)      ($.24)

         Second    598,827     225,323          20,066         30,203         .64

         Third     586,992     193,621          13,187         23,171         .50

         Fourth    455,507     170,830           2,746          5,886         .13

       1998:

         First    $335,270    $118,835         ($7,054)      ($10,207)      ($.21)

         Second    778,230     288,755          46,876         70,373        1.48

         Third     397,110     139,021             268            443         .01

         Fourth(2) 285,013     106,056           2,024          3,030         .06
</TABLE>


     ____________________

     (1)  Net income per share is based on the weighted average
          number of shares outstanding during each of the quarters.
          The sum of the four quarters may not equal the full year
          computation due to rounding.

     (2)  The fourth fiscal quarter of fiscal 1998 consisted of
          two months.

                                                              Page 52 of 69

     On an interim basis during fiscal 1999, the Company valued
inventory at the lower of cost, on a first in first out (FIFO) basis,
or market, as determined by the retail inventory method.  Prior to
the first fiscal quarter of fiscal 1999, on an interim basis the
Company valued inventory using the gross profit method and at year-
end valued inventory at the lower of FIFO cost or market as
determined by the retail inventory method.  The annual adjustment
for the difference between actual gross profit and interim
estimated gross profit was recorded in the fourth quarter of the
fiscal year.  This adjustment was not material for the fiscal year
ended May 30, 1998.  Results of quarterly operations are impacted
by the highly seasonal nature of the Company's business, timing of
certain holiday selling seasons and the comparability of calendar
weeks within a quarter as a result of the 52/53 week fiscal years.

O.   Fair Value of Financial Instruments

     The carrying values of cash and cash equivalents, accounts
receivable and accounts payable approximate fair value because of
the short maturities of these items.

     Interest rates that are currently available to the Company for
issuance of notes payable and long-term debt (including current
maturities) with similar terms and remaining maturities are used to
estimate fair value for debt issues. The estimated fair value of
long-term debt (including current maturities) is as follows:

<TABLE>
<CAPTION>

      --------------------------------------------------------------------------------------
                                           May 29, 1999                   May 30, 1998
                                        Carrying      Fair             Carrying        Fair
                                         Amount      Value              Amount        Value
                                                        (in thousands)
      --------------------------------------------------------------------------------------
      <S>                               <C>         <C>              <C>           <C>
      Long-Term Debt
       (including current maturities)   $60,889     $64,331            $69,682       $70,864
      --------------------------------------------------------------------------------------
</TABLE>


      The fair values presented herein are based on pertinent
information available to management as of the respective year ends.
Although management is not aware of any factors that could
significantly affect the estimated fair value amounts, such amounts
have not been comprehensively revalued for purposes of these
financial statements since that date, and current estimates of fair
value may differ from amounts presented herein.

                                                             Page 53 of 69

P. Segment Information

      The Company reports segment information in accordance with
SFAS No.131, Disclosure about Segments of an Enterprise and Related
Information.  The Company has one reportable segment, operating
within the United States.  Sales by major product categories are as
follows:

<TABLE>
<CAPTION>
<S>             <C>                 <C>               <C>
Year Ended         May 29, 1999       May 30, 1998     June 28, 1997
                ----------------    ----------------  ---------------
Apparel              $1,564,175       $1,441,534        $1,429,111
Non-Apparel             424,338          354,089           329,257
                ----------------    ----------------  ---------------
                     $1,988,513       $1,795,623        $1,758,368
                ================    ================  ===============
                                                      (in thousands)
</TABLE>

     Apparel includes all clothing items for men, women and
children.  Non-apparel includes linens, home furnishings, gifts,
baby furniture and baby furnishings.

Q. Legal Matters

     In late September, 1994, the Company received summons and
complaint in three separate purported class action lawsuits.  Each
of the complaints was consolidated into a single amended complaint
which sought unspecified damages and alleged a cause of action
arising under certain federal securities laws for alleged material
misstatements and omissions in public statements by the Company
and five executive officers purportedly causing the market price of the
Company's common stock to be artificially inflated during the
period October 4, 1993 through September 23, 1994, inclusive.  On
February 25, 1999, the District Court entered an order granting the
Company's motion to dismiss in its entirety thus dismissing
plaintiff's final amended complaint without leave to replead.  The
time in which to appeal the District Court's decision expired on
March 29, 1999.  Accordingly, this matter has been finally
concluded in favor of the Company and all of the individual
defendants.

     From time to time in the ordinary course of business, the
Company is party to other litigation.  The Company has established
reserves relating to its legal claims and believes that potential
liabilities in excess of those recorded will not have a material
adverse effect on the Company's Consolidated Financial Statements;
however, there can be no assurances to this effect.

                                                              Page 54 of 69

Dividend Policy

     The Board of Directors of the Company declared an annual cash
dividend of two cents ($.02) per share in fiscal 1999 and 1998.
The cash dividend for fiscal 1999 was declared on September 10,
1998, and was paid on October 26, 1998, to stockholders of record
on September 30,1998.  The paid dividend amounted to $0.9 million.
Maintenance of the cash dividend policy or any change thereto in
the future will be at the discretion of the Company's Board of
Directors and will depend upon the financial condition, capital
requirements and earnings of the Company as well as other factors
which the Board of Directors may deem relevant.  At present, the
policy of the Board of Directors is to retain the majority of
earnings to finance the growth and development of the Company's
business.  At May 29, 1999, $296.0 million of the Company's
retained earnings were unrestricted and available for the payment
of dividends under the most restrictive terms of certain loan
agreements.


Market for the Registrant's Common Equity and Related Stockholder
Matters

     The Company's Common Stock is traded on the New York Stock
Exchange and its trading symbol is "BCF."  The following table
provides the high and low closing prices on the New York
Stock Exchange for each fiscal quarter for the period from June 30,
1996 to May 29, 1999 and for the two months ended July 31, 1999:

-----------------------------------------------------------------
Period                             Low Price        High Price
-----------------------------------------------------------------
June 29, 1997 to
September 27, 1997                 12 3/8            20
-----------------------------------------------------------------
September 28, 1997 to
December 27, 1997                  14 5/16           19 15/16
-----------------------------------------------------------------
December 28, 1997 to
March 28, 1998                     14 7/16           17 3/4
-----------------------------------------------------------------
March 29, 1998 to
May 30, 1998                       16 5/16           20 1/2

                                                              Page 55 of 69

-----------------------------------------------------------------
May 31, 1998 to
August 29, 1998                    18 3/8            27 3/8
-----------------------------------------------------------------
August 30, 1998 to
November 28, 1998                  13 15/16          22 11/16
-----------------------------------------------------------------
November 29, 1998 to
February 27, 1999                  12 13/16          16 5/8
-----------------------------------------------------------------
February 28, 1999 to
May 29, 1999                       11 1/16           17 5/16
-----------------------------------------------------------------
May 30, 1999 to
July 31, 1999                      16 1/4            19 1/2
-----------------------------------------------------------------


     As of July 31, 1999, there were 346 record holders of the
Company's Common Stock.  The number of record holders does not
reflect that number of beneficial owners of the Company's Common
Stock for whom shares are held by Cede & Co., certain brokerage
firms and others.

<TABLE>
<CAPTION>

          BURLINGTON COAT FACTORY WAREHOUSE CORPORATION
         Schedule II - Valuation and Qualifying Accounts
                    (All amounts in thousands)


-------------------------------------------------------------------------------------------------
                                 COL.A        COL.B         COL.C           COL.D       COL.E
-------------------------------------------------------------------------------------------------
                              BALANCE AT                  CHARGED TO     BALANCE OF
                              BEGINNING     CHARGED TO       OTHER       ACCOUNTS     AT END OF
DESCRIPTION                   OF PERIOD       EXPENSE      ACCOUNTS     WRITTEN OFF     PERIOD
-------------------------------------------------------------------------------------------------
<S>                           <C>            <C>               <C>       <C>           <C>
Period Ended 5/29/99
---------------------

ALLOWANCE FOR DOUBTFUL
 ACCOUNTS -
 ACCOUNTS RECEIVABLE          $1,103         $7,978            $0        ($8,358)      $723

Period Ended 5/30/98
---------------------

ALLOWANCE FOR DOUBTFUL
 ACCOUNTS -
 ACCOUNTS RECEIVABLE          $  953         $7,187            $0        ($7,037)      $1,103

Period Ended 6/28/97
--------------------

ALLOWANCE FOR DOUBTFUL
 ACCOUNTS -
 ACCOUNTS RECEIVABLE          $  990         $7,203            $0        ($7,240)      $  953
</TABLE>

                                                              Page 56 of 69









               [THIS PAGE INTENTIONALLY LEFT BLANK]










                                                              Page 57 of 69


                                                               File No. 1-8739
--------------------------------------------------------------------------------




                          SECURITIES AND EXCHANGE COMMISSION

                                 Washington D.C. 20549

                                   EXHIBITS FILED WITH

                                        FORM 10-K

                                  FOR FISCAL YEAR ENDED

                                       May 29, 1999

                                          under

                          The Securities Exchange Act of 1934






                     BURLINGTON COAT FACTORY WAREHOUSE CORPORATION

                  (Exact Name of Registrant as specified in its Charter)

                                                              Page 58 of 69

                        INDEX TO EXHIBITS

Exhibits                                                      Page No.
--------                                                      ---------

         3.   Exhibits


         3.1  Articles of Incorporation, as amended             1/
                                                                ---

         3.2  By-laws                                           1/
                                                                ---

        10.1  Cohoes Fashions, Inc. Employees' 401(k)           2/
              Savings Plan (as amended and restated effective   ---
              January 1, 1999)

        10.2  1993 Stock Incentive Plan*                        1/
                                                                ---
        10.3  1998 Stock Incentive Plan*                        1/
                                                                ---
        10.4  Revolving Credit Agreement dated August 30,       3/
              1985 between the Company and BancOhio             ---
              National Bank, as amended through
              Amendment No. 6

        10.5  Amendment No. 7 to Revolving Credit Agreement     1/
              dated June 1, 1998 between the Company and        ---
              National City Bank

        10.6  Burlington Coat Factory Warehouse Corporation     4/
              401(k) Profit-Sharing Plan (as amended and        ---
              restated effective January 1, 1999)
____________________

(1) Incorporated by reference to Exhibits filed with the
    Company's Annual Report on Form 10-K for the year ended May
    30, 1998.  File No. 1-8739.

(2) Incorporated by reference to Exhibits filed with the
    Company's Registration Statement on Form S-8 with the
    Commission on May 20, 1999.  File No. 333-78941.

(3) Incorporated by reference to the Exhibits filed with the
    Company's Annual Report on Form 10-K for the year ended June
    29, 1996, File No. 1-8739.

(4) Incorporated by reference to Exhibits filed with the
    Company's Quarterly Report on Form 10-Q for the period ended
    February 27, 1999.  File No. 1-8739.

*   Executive Compensation Plan

                                                              Page 59 of 69

Exhibits                                                           Page No.
--------                                                           --------

        10.7   Loan Agreement dated as of August 1, 1995 by           5/
                     and between New Jersey Economic Development      ---
                     Authority and Burlington Coat Factory Ware-
                     house of New Jersey, Inc.

        10.8   Assignment of Leases dated as of August 1,             5/
                     1995 from Burlington Coat Factory Warehouse      ---
                     of New Jersey, Inc. to First Fidelity
                     Bank, National Association

        10.9   Mortgage and Security Agreement dated as of            5/
                     August 1, 1995 between Burlington Coat           ---
                     Factory Warehouse of New Jersey, Inc. and
                     First Fidelity Bank, National Association

        10.10  Indenture of Trust dated as of August 1, 1995          5/
                     by and between New Jersey Economic Development   ---
                     Authority and Shawmut Bank Connecticut,
                     National Association

        10.11  Guaranty and Suretyship dated as of August 1,          5/
                     1995 from the Company to First Fidelity Bank,    ---
                     National Association

        10.12  Letter of Credit Reimbursement Agreement dated         5/
                     as of August 1, 1995 between Burlington Coat     ---
                     Factory Warehouse of New Jersey, Inc. and
                     First Fidelity Bank, National Association

        10.13  Environmental Indemnity Agreement dated as of          5/
                     August 1, 1995 between Burlington Coat Factory   ---
                     Warehouse of New Jersey, Inc. and First
                     Fidelity Bank, National Association

        10.14  Note Agreement dated June 27, 1990                     5/
                                                                      ---

        10.15  Amendment to Note Agreement dated as of                61
                     January 1, 1999

           21  Subsidiaries of Registrant                             65

           23  Consent of Deloitte & Touche LLP, independent          67
               certified public accountants, to the use of
               their report on the financial statements of
               the Company for the year ended May 29, 1999
               in the Registration Statements of the Company
               on Form S-8, Registration No. 2-96332,
               No. 33-21569, No. 33-51965, No. 333-41077,
               No. 333-65995 and No. 333-78941

           27  Financial Data Schedule                                69


-------------------
(5) Incorporated by reference to the Exhibits filed with the
    Company's Annual Report on Form 10-K for the year ended
    July 1, 1995.  File No. 1-8739.

                                                              Page 60 of 69