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ITEM 2.02     RESULTS OF OPERATION AND FINANCIAL CONDITION

On April 5, 2005, Burlington Coat Factory Warehouse Corporation (the "Company") issued a press release regarding the matters discussed under Item 4.02(a) below, which include adjustments to previously issued financial statements. A copy of the press release is attached to this report as Exhibit 99.1.

ITEM 4.02     NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW

(a) On April 4, 2005, the Company, with the concurrence of the Audit Committee of the Company's Board of Directors, concluded to restate certain portions of the Company's previously issued financial statements for the fiscal years ended May 29, 2004, May 31, 2003 and June 1, 2002 and for the first two quarters of fiscal 2005 as a result of a recent letter issued by the Securities and Exchange Commission regarding the application of generally accepted accounting principles for lease accounting. The Company's Audit Committee discussed the matters disclosed in this report with the Company's independent registered public accounting firm.

Historically, when accounting for leases with renewal options, the Company recorded rent expense on a straight-line basis over the fixed initial term, with the term commencing when rental payments actually began, and computed depreciation/amortization on the related leasehold improvements and other long-lived assets located on these properties over their useful lives. The Company has determined that, in the restated financial statements and going forward, it will recognize rent expense on a straight-line basis over the expected lease term, including rent holidays and option periods where exercise of such option periods can be reasonably assured. In addition, the commencement date of the period over which rental expense will be recognized will be the earlier of the date on which the Company becomes legally obligated for rental payments or the date on which the Company takes possession of the property. The resulting adjustments will not affect historical or future cash flows or timing of payments under pertinent leases.

In addition, the Company previously netted lease incentives received from the lessor for the reimbursement of costs of leasehold improvements against the incurred capital expenditures. The Company has determined that, in the restated financial statements and going forward, it will account for these lease incentives by recording them as deferred rent and amortizing them over the lease term.