Registration No.
_______________________________________________________________________________

                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549
         __________________________________________________
                                  
                              FORM S-8
                       REGISTRATION STATEMENT 
                                UNDER
                     THE SECURITIES ACT OF 1933
                    ____________________________
                                  
              Delaware                                  22-1970303         
-------------------------------------------------------------------------------
   (State or other jurisdiction                      (I.R.S. Employer
  of incorporation or organization)                  Identification No.)

                           1830 Route 130
                    Burlington, New Jersey 08016       
              ---------------------------------------
              (Address of Principal Executive Offices)
                                  
            BURLINGTON COAT FACTORY WAREHOUSE CORPORATION
                        1998 STOCK INCENTIVE PLAN
-------------------------------------------------------------------------------
                       (Full title of the plan)
                                  
                         Paul C. Tang, Esq.
                           General Counsel
            Burlington Coat Factory Warehouse Corporation
                           1830 Route 130
                     Burlington, New Jersey  08016
-------------------------------------------------------------------------------
               (Name and address of agent for service)
                                  
                        (609) 387-7800                                     
-------------------------------------------------------------------------------
    (Telephone number, including area code, of agent for service)
                                  
                   Calculation of Registration Fee
_______________________________________________________________________________
                                      Proposed    Proposed
                                      Maximum     Maximum   
                                      Offering    Aggregate        Amount of
Title of Securities    Amount to be   Price per   Offering         Registration
to be Registered       Registered     Share (2)   Price (2)        Fee (2)     
-------------------------------------------------------------------------------

Common Stock           350,000        $17.46875   $6,114,062.50    $1,852.75
par value $1.00
per share

(1)     This Registration Statement also relates to an indeterminate number of
additional shares of Common Stock that may be issuable as a result of stock
splits, stock dividends or similar transactions.

(2)     Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) and Rule 457(c).  The maximum aggregate offering
price is based on 350,000 shares available for issuance under the 1998 Stock
Incentive Plan, multiplied by the average of the high and low sales prices of
such securities on the New York Stock Exchange on October 16, 1998.

                                                            Page 1 of 14<PAGE>

 
        INFORMATION REQUIRED IN THE REGISTRATION  STATEMENT

ITEM 3.    INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

           There are hereby incorporated by reference: (I) the Registrant's
Annual Report on Form 10-K for the eleven months ended May 30, 1998; (ii) the
Registrant's Quarterly Report on Form 10-Q for the quarter ended August 29,
1998; and (iii) the description of the Registrant's Common Stock, par value
$1.00 per share (the "Common Stock"), contained in the Registrant's
Registration Statement on Form 8-A dated November 19, 1984 and the section
entitled "Description of Capital Stock" of the Company's prospectus dated
June 9, 1983 filed pursuant to Rule 424(b) of the Securities Act.

          All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which deregisters all
securities then remaining unsold, shall be deemed incorporated by reference
herein and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
hereof to the extent that a statement contained herein or in any other
subsequently filed document which also is incorporated by reference herein
modifies or supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.


ITEM 4.   DESCRIPTION OF SECURITIES

          Not applicable.  See instructions to Item 4.


ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          Certain legal matters with respect to the offering of the Common
Stock registered hereby have been passed upon by Paul C. Tang, Esq., General
Counsel of the Registrant.  Mr. Tang is an employee of the Registrant and may
receive securities under the Registrant's 1998 Stock Incentive Plan registered
hereby. 


ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          The Registrant's Certificate of Incorporation requires the Registrant
to indemnify its directors and officers to the fullest extent permitted by
Delaware law.


ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.

                                                            Page 2 of 14<PAGE>

Item 8.   Exhibits                                               Page No.
-------   --------                                               --------
   4      Burlington Coat Factory Warehouse Corporation
          1998 Stock Incentive Plan                                1/
                                                                   --

   5      Opinion and Consent of Paul C. Tang, Esq.                8

  24.1    Consent of Paul C. Tang, Esq.                          included in
                                                                  Exhibit 5

  24.2    Consent of Deloitte & Touche LLP                        11

  25      Power of Attorney                                       13
------------------------------------------------------------------
    1/    Incorporated by reference to the exhibits filed
    --    with the Company's Annual Report on Form 10-K
          for the eleven months ended May 30, 1998, file
          no. 1-8739.


ITEM 9.   REQUIRED UNDERTAKINGS

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

               (i)  To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;

              (ii)  To reflect in the prospectus any facts or events arising
after the effective date of the Registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement. 

             (iii)  To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;


                                                            Page 3 of 14<PAGE>

                    Provided, however, that paragraphs (a) (1) (i) and (a) (1)
(ii) do not apply if the Registration Statement is on Form S-3, Form S-8 or Form
F-3 and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.

          (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof. 

          (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering. 

     (b)  The undersigned Registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at the time shall be deemed the initial bona fide offering thereof. 

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue. 

                                                            Page 4 of 14<PAGE>


                                 SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Burlington, State of New Jersey, on October 22, 1998.

                                 Burlington Coat Factory Warehouse Corporation
                                             (Registrant)


                                 By:                  *
                                     -----------------------------
                                     Monroe G. Milstein, President


       Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.


     Name                                          Title
     ----                                          -----

            *                         Chairman of the Board of Directors,
---------------------                  President and Chief Executive Officer
Monroe G. Milstein                    (principal executive officer)

            *                         Vice President, Secretary and Director
---------------------
Henrietta Milstein

            *                         Vice President and Director
---------------------
Andrew R. Milstein

            *                         Vice President and Director
---------------------
Stephen E. Milstein

            *                         Vice President and Director
---------------------
Mark A. Nesci

            *                         Vice President and Treasurer
----------------------
Bernard Brodsky

                                                            Page 5 of 14<PAGE>

     Name                                          Title
     ----                                          -----

            *                         Controller (Principal Accounting Officer)
----------------------
Robert L. LaPenta, Jr. 


            *                         Director
----------------------
Harvey Morgan


            *                         Director
----------------------
Irving Drillings


*By: /s/  Paul C. Tang                    
     -----------------
     Paul C. Tang
     (Attorney-in-fact)


Date: October 22, 1998



                                                            Page 6 of 14<PAGE>


                           EXHIBIT INDEX
                                  
                                  
Exhibit No.     Description                                      Page No.
-----------     -----------                                      --------

    4           Burlington Coat Factory Warehouse Corporation 
                1998 Stock Incentive Plan                           1/
                                                                    --

    5           Opinion and Consent of Paul C. Tang, Esq.           8

   24.1         Consent of Paul C. Tang, Esq.                   included in
                                                                 Exhibit 5

   24.2         Consent of Deloitte & Touche LLP                   11

   25           Power of Attorney                                  13
------------------------------------------------------------------------
    1/          Incorporated by reference to the exhibits
    --          filed with the Company's Annual Report on
                Form 10-K for the eleven months ended
                May 30, 1998, file no. 1-8739.


                                                            Page 7 of 14<PAGE>

                             EXHIBIT 5
                                  







































                                                    Page 8 of 14<PAGE>


                                        October 22, 1998

Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC  20549

     RE:  Burlington Coat Factory Warehouse Corporation 
          1998 Stock Incentive Plan                                    
          ---------------------------------------------

Ladies and Gentlemen:

     I am General Counsel of Burlington Coat Factory Warehouse Corporation (the
"Company"), and I have represented the Company in connection with the
preparation of the Registration Statement on Form S-8 of the Company relating to
350,000 shares of Common Stock, $1.00 par value per share (the "Shares"), of the
Company being registered for offer and sale pursuant to the Burlington Coat
Factory Warehouse Corporation 1998 Stock Incentive Plan (the "Plan").

     I have examined the Certificate of Incorporation, as amended, and the By-
Laws of the Company, the Plan and such other corporate documents and records as
I have deemed necessary in order to render the opinion set forth below.

     Based upon the foregoing, and subject to the qualification that I am
admitted to the practice of law in the State of New York and the State of New
Jersey and do not purport to be expert in the laws of any jurisdiction other
than the State of New York and the State of New Jersey and the federal laws
of the United States, I am of the opinion that:

     1.   The Company is a corporation duly organized and validly existing under
the laws of the State of Delaware. 

     2.   The Shares being offered under the Plan, when issued in accordance
with and pursuant to the Plan, will be validly issued, fully paid and non-
assessable. 

     I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. 

                                        Very truly yours,



                                        /s/ Paul C. Tang
                                        ------------------------
                                        Paul C. Tang, 
                                        General Counsel
 
PCT/jh
                                                               

                                                            Page 9 of 14<PAGE>


                                   EXHIBIT 24.2
                                







































                                                            Page 10 of 14<PAGE>


INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
Burlington Coat Factory Warehouse Corporation and subsidiaries on Form S-8 of
our report dated July 28, 1998, appearing in the Annual Report on Form 10-K
of Burlington Coat Factory Warehouse Corporation and subsidiaries for the eleven
months ended May 30, 1998.



DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania

October 21, 1998

































                                                            Page 11 of 14<PAGE>


                           EXHIBIT 25
                                









































                                                  Page 12 of 14<PAGE>


                             POWER OF ATTORNEY


          Burlington Coat Factory Warehouse Corporation, a Delaware corporation
(the "Company"),  Burlington Coat Factory Warehouse Corporation 1998 Stock
Incentive Plan and each of the undersigned officers and directors of the
Company, hereby constitute and appoint Monroe G. Milstein, Henrietta Milstein
and Paul C. Tang, jointly and severally, with full power of substitution and
revocation, their true and lawful attorneys-in-fact and agents, for them and on
their behalf and in their respective names, places and steads, in any and all
capacities to sign, execute and affix their respective seals thereto and
file any and all documents relating to the proposed registration of up to
350,000 (and such additional amounts as may be authorized by the Board of
Directors of the Company from time to time) shares of Common Stock, $1.00 par
value per share, that may be issued pursuant to purchases made under the
Burlington Coat Factory Warehouse Corporation 1998 Stock Incentive Plan,
including, without limitation, a registration statement under the
Securities Act of 1933, as amended, including any amendments thereto on
behalf of the Company, with all exhibits and any and all documents required to
be filed with respect thereto with any regulatory authority, granting unto said
attorneys, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
in order to effectuate the same as fully to all intents and purposes as they
might or could do if personally present, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or
cause to be done by virtue hereof. 
  
          This Power of Attorney may be executed in counterparts. 
  
          IN WITNESS WHEREOF, Burlington Coat Factory Warehouse
Corporation has caused this Power of Attorney to be executed in its name by its
President and its corporate seal to be affixed and attested by its Secretary,
and the undersigned officers and directors have hereunto set their hand as of
this 22nd day of October, 1998.
  
                                             BURLINGTON COAT FACTORY
                                              WAREHOUSE CORPORATION 
  

                                             By:  /s/ Monroe G. Milstein
                                                  -----------------------------
                                                  Monroe G. Milstein, President
  
[CORPORATE SEAL]                  

                                                            Page 13 of 14<PAGE>
     


                                                             
Attest                              
  
  
/s/ Henrietta Milstein
----------------------
Henrietta Milstein, 
Secretary
  

     IN WITNESS WHEREOF, the following persons have executed this Power of
Attorney in their respective capacities set forth below as of the 22nd day
of October, 1998.
  
/s/ Monroe G. Milstein                     /s/ Henrietta Milstein              
--------------------------------           --------------------------------
Monroe G. Milstein, Chairman               Henrietta Milstein, Vice-
 of the Board, President, and               President, Secretary and 
 Chief Executive Officer                    Director
 (Principal Executive Officer)

/s/ Andrew R. Milstein                     /s/ Stephen E. Milstein       
--------------------------------           --------------------------------
Andrew R. Milstein, Vice-                  Stephen E. Milstein, Vice-
 President and Director                     President and Director
  
                                                                               
/s/ Mark A. Nesci                          /s/ Bernard Brodsky
--------------------------------           --------------------------------
Mark A. Nesci, Vice-President              Bernard Brodsky,Vice President
 and Director                               and Treasurer
  
/s/ Robert L. LaPenta, Jr.                 /s/ Harvey Morgan
---------------------------------          --------------------------------
Robert L. LaPenta, Jr. Controller          Harvey Morgan, Director
 (Principal Accounting Officer)
  
/s/ Irving Drillings                                                           
---------------------------------
Irving Drillings, Director


                                                            Page 14 of 14<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 22781}]
{"company-data": {"conformed-name": "BURLINGTON COAT FACTORY WAREHOUSE CORP", "cik": "0000718916", "assigned-sic": "5651", "irs-number": "221970303", "state-of-incorporation": "DE", "fiscal-year-end": "0530"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65995", "film-number": "98729104"}, "business-address": {"street1": "1830 RTE 130", "city": "BURLINGTON", "state": "NJ", "zip": "08016", "phone": "6093877800"}}
Registration No.
_______________________________________________________________________________

                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549
         __________________________________________________
                                  
                              FORM S-8
                       REGISTRATION STATEMENT 
                                UNDER
                     THE SECURITIES ACT OF 1933
                    ____________________________
                                  
              Delaware                                  22-1970303         
-------------------------------------------------------------------------------
   (State or other jurisdiction                      (I.R.S. Employer
  of incorporation or organization)                  Identification No.)

                           1830 Route 130
                    Burlington, New Jersey 08016       
              ---------------------------------------
              (Address of Principal Executive Offices)
                                  
            BURLINGTON COAT FACTORY WAREHOUSE CORPORATION
                        1998 STOCK INCENTIVE PLAN
-------------------------------------------------------------------------------
                       (Full title of the plan)
                                  
                         Paul C. Tang, Esq.
                           General Counsel
            Burlington Coat Factory Warehouse Corporation
                           1830 Route 130
                     Burlington, New Jersey  08016
-------------------------------------------------------------------------------
               (Name and address of agent for service)
                                  
                        (609) 387-7800                                     
-------------------------------------------------------------------------------
    (Telephone number, including area code, of agent for service)
                                  
                   Calculation of Registration Fee
_______________________________________________________________________________
                                      Proposed    Proposed
                                      Maximum     Maximum   
                                      Offering    Aggregate        Amount of
Title of Securities    Amount to be   Price per   Offering         Registration
to be Registered       Registered     Share (2)   Price (2)        Fee (2)     
-------------------------------------------------------------------------------

Common Stock           350,000        $17.46875   $6,114,062.50    $1,852.75
par value $1.00
per share

(1)     This Registration Statement also relates to an indeterminate number of
additional shares of Common Stock that may be issuable as a result of stock
splits, stock dividends or similar transactions.

(2)     Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) and Rule 457(c).  The maximum aggregate offering
price is based on 350,000 shares available for issuance under the 1998 Stock
Incentive Plan, multiplied by the average of the high and low sales prices of
such securities on the New York Stock Exchange on October 16, 1998.

                                                            Page 1 of 14
INFORMATION REQUIRED IN THE REGISTRATION  STATEMENT

ITEM 3.    INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

           There are hereby incorporated by reference: (I) the Registrant's
Annual Report on Form 10-K for the eleven months ended May 30, 1998; (ii) the
Registrant's Quarterly Report on Form 10-Q for the quarter ended August 29,
1998; and (iii) the description of the Registrant's Common Stock, par value
$1.00 per share (the "Common Stock"), contained in the Registrant's
Registration Statement on Form 8-A dated November 19, 1984 and the section
entitled "Description of Capital Stock" of the Company's prospectus dated
June 9, 1983 filed pursuant to Rule 424(b) of the Securities Act.

          All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which deregisters all
securities then remaining unsold, shall be deemed incorporated by reference
herein and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
hereof to the extent that a statement contained herein or in any other
subsequently filed document which also is incorporated by reference herein
modifies or supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 4.   DESCRIPTION OF SECURITIES

          Not applicable.  See instructions to Item 4.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          Certain legal matters with respect to the offering of the Common
Stock registered hereby have been passed upon by Paul C. Tang, Esq., General
Counsel of the Registrant.  Mr. Tang is an employee of the Registrant and may
receive securities under the Registrant's 1998 Stock Incentive Plan registered
hereby. 

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          The Registrant's Certificate of Incorporation requires the Registrant
to indemnify its directors and officers to the fullest extent permitted by
Delaware law.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.

                                                            Page 2 of 14
Item 8.   Exhibits                                               Page No.
-------   --------                                               --------
   4      Burlington Coat Factory Warehouse Corporation
          1998 Stock Incentive Plan                                1/
                                                                   --

   5      Opinion and Consent of Paul C. Tang, Esq.                8

  24.1    Consent of Paul C. Tang, Esq.                          included in
                                                                  Exhibit 5

  24.2    Consent of Deloitte & Touche LLP                        11

  25      Power of Attorney                                       13
------------------------------------------------------------------
    1/    Incorporated by reference to the exhibits filed
    --    with the Company's Annual Report on Form 10-K
          for the eleven months ended May 30, 1998, file
          no. 1-8739.

ITEM 9.   REQUIRED UNDERTAKINGS

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

               (i)  To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;

              (ii)  To reflect in the prospectus any facts or events arising
after the effective date of the Registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement. 

             (iii)  To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;

                                                            Page 3 of 14
Provided, however, that paragraphs (a) (1) (i) and (a) (1)
(ii) do not apply if the Registration Statement is on Form S-3, Form S-8 or Form
F-3 and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.

          (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof. 

          (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering. 

     (b)  The undersigned Registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at the time shall be deemed the initial bona fide offering thereof. 

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue. 

                                                            Page 4 of 14
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Burlington, State of New Jersey, on October 22, 1998.

                                 Burlington Coat Factory Warehouse Corporation
                                             (Registrant)

                                 By:                  *
                                     -----------------------------
                                     Monroe G. Milstein, President

       Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

     Name                                          Title
     ----                                          -----

            *                         Chairman of the Board of Directors,
---------------------                  President and Chief Executive Officer
Monroe G. Milstein                    (principal executive officer)

            *                         Vice President, Secretary and Director
---------------------
Henrietta Milstein

            *                         Vice President and Director
---------------------
Andrew R. Milstein

            *                         Vice President and Director
---------------------
Stephen E. Milstein

            *                         Vice President and Director
---------------------
Mark A. Nesci

            *                         Vice President and Treasurer
----------------------
Bernard Brodsky

                                                            Page 5 of 14
Name                                          Title
     ----                                          -----

            *                         Controller (Principal Accounting Officer)
----------------------
Robert L. LaPenta, Jr. 

            *                         Director
----------------------
Harvey Morgan

            *                         Director
----------------------
Irving Drillings

*By: /s/  Paul C. Tang                    
     -----------------
     Paul C. Tang
     (Attorney-in-fact)

Date: October 22, 1998

                                                            Page 6 of 14
EXHIBIT INDEX
                                  
                                  
Exhibit No.     Description                                      Page No.
-----------     -----------                                      --------

    4           Burlington Coat Factory Warehouse Corporation 
                1998 Stock Incentive Plan                           1/
                                                                    --

    5           Opinion and Consent of Paul C. Tang, Esq.           8

   24.1         Consent of Paul C. Tang, Esq.                   included in
                                                                 Exhibit 5

   24.2         Consent of Deloitte & Touche LLP                   11

   25           Power of Attorney                                  13
------------------------------------------------------------------------
    1/          Incorporated by reference to the exhibits
    --          filed with the Company's Annual Report on
                Form 10-K for the eleven months ended
                May 30, 1998, file no. 1-8739.

                                                            Page 7 of 14
EXHIBIT 5
                                  

                                                    Page 8 of 14
October 22, 1998

Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC  20549

     RE:  Burlington Coat Factory Warehouse Corporation 
          1998 Stock Incentive Plan                                    
          ---------------------------------------------

Ladies and Gentlemen:

     I am General Counsel of Burlington Coat Factory Warehouse Corporation (the
"Company"), and I have represented the Company in connection with the
preparation of the Registration Statement on Form S-8 of the Company relating to
350,000 shares of Common Stock, $1.00 par value per share (the "Shares"), of the
Company being registered for offer and sale pursuant to the Burlington Coat
Factory Warehouse Corporation 1998 Stock Incentive Plan (the "Plan").

     I have examined the Certificate of Incorporation, as amended, and the By-
Laws of the Company, the Plan and such other corporate documents and records as
I have deemed necessary in order to render the opinion set forth below.

     Based upon the foregoing, and subject to the qualification that I am
admitted to the practice of law in the State of New York and the State of New
Jersey and do not purport to be expert in the laws of any jurisdiction other
than the State of New York and the State of New Jersey and the federal laws
of the United States, I am of the opinion that:

     1.   The Company is a corporation duly organized and validly existing under
the laws of the State of Delaware. 

     2.   The Shares being offered under the Plan, when issued in accordance
with and pursuant to the Plan, will be validly issued, fully paid and non-
assessable. 

     I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. 

                                        Very truly yours,

                                        /s/ Paul C. Tang
                                        ------------------------
                                        Paul C. Tang, 
                                        General Counsel
 
PCT/jh
                                                               

                                                            Page 9 of 14
EXHIBIT 24.2
                                

                                                            Page 10 of 14
INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
Burlington Coat Factory Warehouse Corporation and subsidiaries on Form S-8 of
our report dated July 28, 1998, appearing in the Annual Report on Form 10-K
of Burlington Coat Factory Warehouse Corporation and subsidiaries for the eleven
months ended May 30, 1998.

DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania

October 21, 1998

                                                            Page 11 of 14
EXHIBIT 25
                                

                                                  Page 12 of 14
POWER OF ATTORNEY

          Burlington Coat Factory Warehouse Corporation, a Delaware corporation
(the "Company"),  Burlington Coat Factory Warehouse Corporation 1998 Stock
Incentive Plan and each of the undersigned officers and directors of the
Company, hereby constitute and appoint Monroe G. Milstein, Henrietta Milstein
and Paul C. Tang, jointly and severally, with full power of substitution and
revocation, their true and lawful attorneys-in-fact and agents, for them and on
their behalf and in their respective names, places and steads, in any and all
capacities to sign, execute and affix their respective seals thereto and
file any and all documents relating to the proposed registration of up to
350,000 (and such additional amounts as may be authorized by the Board of
Directors of the Company from time to time) shares of Common Stock, $1.00 par
value per share, that may be issued pursuant to purchases made under the
Burlington Coat Factory Warehouse Corporation 1998 Stock Incentive Plan,
including, without limitation, a registration statement under the
Securities Act of 1933, as amended, including any amendments thereto on
behalf of the Company, with all exhibits and any and all documents required to
be filed with respect thereto with any regulatory authority, granting unto said
attorneys, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
in order to effectuate the same as fully to all intents and purposes as they
might or could do if personally present, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or
cause to be done by virtue hereof. 
  
          This Power of Attorney may be executed in counterparts. 
  
          IN WITNESS WHEREOF, Burlington Coat Factory Warehouse
Corporation has caused this Power of Attorney to be executed in its name by its
President and its corporate seal to be affixed and attested by its Secretary,
and the undersigned officers and directors have hereunto set their hand as of
this 22nd day of October, 1998.
  
                                             BURLINGTON COAT FACTORY
                                              WAREHOUSE CORPORATION 
  

                                             By:  /s/ Monroe G. Milstein
                                                  -----------------------------
                                                  Monroe G. Milstein, President
  
[CORPORATE SEAL]                  

                                                            Page 13 of 14
Attest                              
  
  
/s/ Henrietta Milstein
----------------------
Henrietta Milstein, 
Secretary
  

     IN WITNESS WHEREOF, the following persons have executed this Power of
Attorney in their respective capacities set forth below as of the 22nd day
of October, 1998.
  
/s/ Monroe G. Milstein                     /s/ Henrietta Milstein              
--------------------------------           --------------------------------
Monroe G. Milstein, Chairman               Henrietta Milstein, Vice-
 of the Board, President, and               President, Secretary and 
 Chief Executive Officer                    Director
 (Principal Executive Officer)

/s/ Andrew R. Milstein                     /s/ Stephen E. Milstein       
--------------------------------           --------------------------------
Andrew R. Milstein, Vice-                  Stephen E. Milstein, Vice-
 President and Director                     President and Director
  
                                                                               
/s/ Mark A. Nesci                          /s/ Bernard Brodsky
--------------------------------           --------------------------------
Mark A. Nesci, Vice-President              Bernard Brodsky,Vice President
 and Director                               and Treasurer
  
/s/ Robert L. LaPenta, Jr.                 /s/ Harvey Morgan
---------------------------------          --------------------------------
Robert L. LaPenta, Jr. Controller          Harvey Morgan, Director
 (Principal Accounting Officer)
  
/s/ Irving Drillings                                                           
---------------------------------
Irving Drillings, Director

                                                            Page 14 of 14