SecProbe.io

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Mail Stop 3-8

							 September 3, 2004

By Facsimile and U.S. Mail

Mr. Monroe G. Milstein
President and Chief Executive Officer
Burlington Coat Factory Warehouse Corporation
1830 Route 130
Burlington, New Jersey  08016

Re:    Form 10-K for the year ended May 29, 2004
          Form 10-K/A for the year ended May 29, 2004
          File No.  1-8739

Dear Mr. Milstein:

We have completed a review of the above referenced filings.  Our
review was limited primarily to your Item 9A disclosures, the
accuracy of the certifications provided by your officers, and certain
other disclosures.  The review resulted in the following accounting
comments.  All page references are keyed to the filings you submitted
in electronic form on EDGAR.

FORM 10-K/A FOR THE YEAR ENDED MAY 29, 2004

General

1. Where a comment below requests additional disclosures to be
included, please show us in your supplemental response what the
revised disclosures will look like.  These additional disclosures
should be included in your future filings.

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

Liquidity and Capital Resources, page 31
General

2. In a separately captioned section, please disclose any off-balance
sheet arrangements that have or are reasonably likely to have a
current or future effect on your financial condition.  Your
discussion should include all of the information that is now required
by Item 303(a)(4) of Regulation S-K.  If there are none, please state
this in your disclosures.

Contractual Obligations, page 31

3. Please consider revising your contractual obligations table to
include estimated interest payments on your debt.  Because the table
is aimed at increasing transparency of cash flow, we believe interest
payments should be included in the table.  If you choose not to
include these payments, a footnote to the table should clearly
identify the excluded item and provide any additional information
that is material to an understanding of your cash requirements.
Refer to Item 303(a)(5) of Regulation S-K.

Item 9A.  Controls and Procedures, page 33

4. Your disclosures regarding the evaluation of disclosure controls
and procedures do not comply with the requirements of Item 307 of
Regulation S-K.  Your disclosures state that the officers "concluded
that such disclosure controls and procedures are adequate" rather
than stating that the disclosures controls and procedures are
effective as required.  Please revise your disclosures accordingly
and amend your Form 10-K to reflect these changes.  You should also
file with your amendment new certifications from your principal
executive officer and your principal financial officer.

Item 15.  Exhibits, Financial Statement Schedules and Reports on Form
8-K

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

1. Financial Statements

Notes to Consolidated Financial Statements
Note 1.  Summary of Significant Accounting Policies

General

5. Please disclose in a footnote the types of amounts you include in
the cost of sales
5.             and the selling and administrative expense line items.
Please tell us whether you include inbound freight charges,
purchasing and receiving costs, inspection costs, warehousing costs,
internal transfer costs, and the other costs of your distribution
network in the cost of sales line item.  If you currently exclude a
portion of these costs from cost of sales, please disclose:
a.	in a footnote the line items that these excluded costs are
included in and
			the amounts included in each line item for each period
presented, and
		b.	in MD&A that your gross margins may not be comparable
to those of
			other entities, since some entities include all of the
costs related to their
			distribution network in cost of sales and others may
exclude a
			portion of them from gross margin, including them
instead in a line item
			such as selling and administrative expenses.

6. Please disclose in a footnote the specific nature and timing of
allowances and credits received from a vendor in connection with the
purchase or promotion of the vendor`s products, such as slotting
fees, payments under buydown agreements, co-operative advertising
fees, and other consideration.  Disclose the statement of income line
item in which each of these types of payments is included.  For any
amounts netted against expense line items other than cost of goods
sold, also disclose the amounts netted against each expense line item
for each period presented.  Refer to EITF 02-16.

2.  Financial Statement Schedules

Schedule II - Valuation and Qualifying Accounts, page 68

7. Please revise this schedule to include your estimate of sales
returns and allowances, or provide us support for excluding this
estimate from your schedule.  Refer to Rules 5-04(c) and 12-09 of
Regulation S-X.

Exhibits 31.1 and 31.2

8. The certifications provided with Form 10-K/A did not contain a
current date and incorrectly referenced Form 10-K instead of Form 10-
K/A.  Further, the certifications included the title of each officer
in the first sentence of each certification and could be interpreted
as a limitation on the capacity in which the officer provided the
certification.  With respect to your new certifications, please
revise your certifications to include a current date and delete the
title of each officer from the first sentence of each certification
since they should be in the exact format provided by Item 601(b)(31)
of Regulation S-K.

General

Please send us your response to our comments within ten days from the
date of this letter.  You should provide a cover letter keying your
response to our comments, and provide the requested supplementary
information, if any.  Where our comment requests you to revise future
filings, we would expect that information to be included in your next
filing.  If you believe complying with our comment is not
appropriate, please tell us why in your letter.  Your supplemental
response should be submitted in electronic form on EDGAR as a
correspondence file.  Refer to Rule 101 (a) of Regulation S-T.

If you have any questions regarding our comment, please direct them
to Milwood Hobbs at (202) 942-2846 or, in his absence, to the
undersigned at (202) 942-1774.  Any other questions regarding
disclosure issues maybe directed to H. Christopher Owings at (202)
942-1900.

							Sincerely,

							Rufus Decker
							Assistant Chief Accountant

Mr. Monroe G. Milstein
Burlington Coat Factory Warehouse Corporation
September 3, 2004
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