Exhibit 10.4

                                                         Page 170 of 181 <PAGE>

         AMENDMENT NO. SEVEN TO REVOLVING CREDIT AGREEMENT

THIS AMENDMENT NO. SEVEN TO REVOLVING CREDIT AGREEMENT ("Amendment No.
Seven") is made effective as of the 1st day of June 1998 to the Revolving 
Credit Agreement dated August 30, 1985, (the "Agreement") executed by and
between BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, a corporation duly
organized under the laws of the State of Delaware and BURLINGTON COAT FACTORY
WAREHOUSE OF NEW JERSEY, INC., a corporation duly organized under the laws of
the State of New Jersey (herein collectively referred to as the "Borrower")
and  NATIONAL CITY BANK, successor by merger to National City Bank of
Columbus, formerly known, as National City Bank, Columbus, formerly known as
BancOhio National Bank, a national banking association with a banking office
at 155 East Broad Street, Columbus, Ohio 43251 (herein called "Bank").

                              WITNESSETH:
                              
WHEREAS, Borrower and Bank entered into the Agreement pursuant to which Bank
extended a revolving loan up to a maximum principal amount of Twenty-Five
Million and No/l00 Dollars ($25.000,000.00), said maximum principal amount
having previously been increased to $50,000,000.00 and each loan having been 
made pursuant to the terms of the Agreement; and

WHEREAS, Borrower and Bank have previously entered into amendments of the
Agreement, as evidenced by an Amendment No. 1 dated January 7, 1987, by an
Amendment No. 2 dated February 3, 1987, by Amendment No. 3 dated August 30,
1985, by Amendment No. 4 dated August 30, 1985, by Amendment No. 5 dated
September 28, 1995, and by Amendment No. Six dated March 28, 1996 (the
"Amendments") (the Agreement together with the Amendments hereinafter 
collectively referred to as the "Agreement"); and

WHEREAS, Borrower and Bank desire to amend the Agreement to reduce the 
Commitment Fee, to amend Subsection 7.12(B) of the Agreement, and to make 
such other amendments incident thereto.

NOW THEREFORE, the parties hereto, in consideration of the mutual promises
and covenants herein contained, agree as follows:

1.   The following definition is added to Section 1.01 of the Agreement:

        "U.S Agency Bonds" means bonds issued by any of the Federal National 
         Mortgage Association (FNMA), Federal Home Loan Bank, Federal Farm
         Credit Bank and Student Loan Marketing Association.

2.   Section 2.07 of the Agreement is hereby amended by deleting the phrase
     "one-fourth of one percent (.250%)" as the same appears in such section
      as amended by Amendment No. 3 and substituting therefor the phrase
     "twenty one hundredths of one percent (.20%)".

3.   Subsection 7.12(B) of the Agreement is hereby deleted in its entirety
     and the following is hereby inserted in its place:

        (B) investments in (i) direct obligations of the United States of
        America; (ii) U.S. Agency Bonds having a final maturity no later
        than five (5) years from the date incurred; (iii) certificates of
        deposit; (iv) commercial paper acceptable to Bank; (v) repurchase
        agreements; (vi) master notes; (vii) bank loan participations; or
        (viii) taxable low floaters.  Investments in (iii), (iv), (v), (vi),
        and (vii) above must have short term credit ratings of no less than
        P-2 by Moody's or A-2 by Standard and Poor's.  Investments in (i),
        (ii), and (viii) above must have long term credit ratings of no less
        than Aa2 by Moody's or AA by Standard and Poor's;


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4.   Borrower hereby expressly acknowledges and confirms that the represent-
     ations and warranties of Borrower set forth in Article VI of the Agree-
     ment are true and accurate on this date with the same effect as if made
     on and as of this date; that except as previously disclosed to Bank, no
     financial condition or circumstances exists as to Borrower which would
     inevitably result in the occurrence of an Event of Default under Article
     VII of the Agreement, and that except as previously disclosed to Bank,
     no event has occurred or no condition exists which constitutes, or with
     the running of time or the giving of notice would constitute an Event of
     Default under Article VIII of the Agreement.

5.   Except as herein expressly modified, the parties hereto ratify and
     confirm all of the terms, conditions, warranties and covenants of the
     Agreement, including provisions for the payment of the Note pursuant to
     the terms of the Agreement. This Amendment does not constitute the
     extinguishment of any obligation or indebtedness previously incurred.

6.   This Amendment shall be binding upon Borrower and Bank and their 
     respective successors and assigns, and shall inure to the benefit of
     Bank and its respective successors and assigns.

Executed by the parties hereto in manner and form sufficient to bind them
effective as of the date and year first above written.

                                         BURLINGTON COAT FACTORY WAREHOUSE
                                         CORPORATION

                                            /s/ Andrew R. Milstein
                                         By:___________________________
                                            Andrew R. Milstein
                                         Its:  Vice President
 
                                         BURLINGTON COAT FACTORY WAREHOUSE
                                         OF NEW JERSEY, INC.
   
                                         /s/ Andrew R. Milstein
                                         By:__________________________
                                            Andrew R. Milstein
                                         Its:  Vice President
   
                                         NATIONAL CITY BANK
                                            /s/ George M. Gevas
                                         By:___________________________
                                            George M. Gevas
                                         Its: Vice President  



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