Exhibit 10.6

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EXHIBIT A

                       INSTRUMENT OF AMENDMENT TO
                                    
            THE BURLINGTON COAT FACTORY WAREHOUSE CORPORATION
                                    
                       401(k) PROFIT SHARING PLAN



The Burlington Coat Factory Warehouse Corporation 401(k) Profit Sharing Plan,
as amended and restated effective June 29, 1997 (hereinafter referred to as
the "Plan"), is hereby amended as follows, effective as of January 1, 1998:

     1.  Section 4.2 of the Plan is hereby amended by deleting the first
 sentence therein in its entirety and substituting in lieu thereof the
 following:

          "The amount contributed for any Plan Year shall be allocated
          proportionately among the Profit Sharing Accounts of Eligible
          Employees who completed a Year of Service during, and are employed
          on the last day of, such Plan Year."
          
     2.  Section 7.3 of the Plan is hereby amended by renumbering the current
Section 7.3 as Section 7.3 (a), by amending the first two sentences thereof
to read as follows:

          "Each Participant's Profit Sharing Account, Company Account,
          Deferral Account, Rollover Account, Transfer Account and the
          Participant-directed portion of his Prior Plan Account
          (collectively, the "Self-Directed Account") will be invested in
          one or more of the Investment Funds. Each Participant will
          designate the portion (expressed as a percentage in multiples of
          10%) of his Self-Directed Account to be invested in each Investment
          Fund.";
          
and by adding the following new Sections 7.3(b) and (c) to the end thereof:

          "(b) Notwithstanding the foregoing provisions of Section 7.3(a),
          effective January 1, 1998:
          
              (i) no more than 30% of a Participant's Self-Directed Account
               may be invested in the Stock Fund; and
              
              (ii) (A) any transfer of a Participant's interest in any      
               Investment Fund from such Investment Fund into the Stock Fund
               and (B) any Participant-directed investment of any contribution 
               made under the Plan into the Stock Fund shall only be effected
               to the extent that such transfer or investment does not result
               in the value of such Participant's Self-Directed Account

                                                          Page 174 of 181  <PAGE>



               which is invested in the Stock Fund exceeding 30% of the value
               of such Participant's Self-Directed Account.  For purposes of
               determining the limitation under this Section 7.3(b)(ii), the
               value of a Participant's Self-Directed Account as of the
               Valuation Date immediately preceding the Valuation Date
               on which the transfer or investment is to take place shall be
               used.

              (c) Any transfer or investment requested by a Participant
              pursuant to Section 7.3(a) that does not satisfy the 
              requirements of Section 7.3(b) shall be null and void to the
              extent that the implementation of such transfer or investment
              would cause the value of such Participant's Self-Directed
              Account invested in the Stock Fund to exceed the 30% limitation
              under Section 7.3(b)."


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