FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * MILSTEIN MONROE G   2. Issuer Name and Ticker or Trading Symbol BURLINGTON COAT FACTORY WAREHOUSE CORP [BCF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O BURLINGTON COAT FACTORY, 1830 ROUTE 130 3. Date of Earliest Transaction (Month/Day/Year) 12/27/2005 (Street) BURLINGTON, NJ 08016 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, $1.00 Par Value 12/27/2005   G(1) V 1,800 A $ 0 1,800 D   Common Stock, $1.00 Par Value 12/27/2005   G(2) V 1,800 D $ 0 0 D   Common Stock, $1.00 Par Value               467,001 I See footnote (3) Common Stock, $1.00 Par Value               1,430 I See footnote (4) Common Stock, $1.00 Par Value               2,000 I By spouse Common Stock, $1.00 Par Value               18,516,200 I See footnote (5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MILSTEIN MONROE G C/O BURLINGTON COAT FACTORY 1830 ROUTE 130 BURLINGTON, NJ 08016	X	X	Chief Executive Officer

Signatures

/s/ Paul C. Tang by Power of Attorney Previously Filed		12/28/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Represents shares of common stock that the MM Intangibles Trust, of which the reporting person is the settlor and beneficiary, transferred to the reporting person by gift.
(2)	Represents shares of common stock that the reporting person transferred by gift to Abrams Hebrew Academy.
(3)	Represents shares of common stock held by the MM 2005 Intangibles Trust, of which the reporting person is the settlor and beneficiary and the reporting person's son is the trustee. The reporting person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
(4)	Represents shares owned by the Estate of Henrietta Milstein. As executor of the Estate, the reporting person has voting and dispositive power over these shares, but disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest.
(5)	Includes 6,743,984 shares held by the Trust Established Under Article SIXTH of the Last Will and Testament of Henrietta Milstein (the "Trust"). The reporting person may be deemed to have an indirect beneficial interest in the shares owned by the Trust because the reporting person is a beneficiary under the Trust and has limited dispositive rights with respect to the shares owned by the Trust. The reporting person disclaims any such interest. Also includes 11,772,216 shares representing the reporting person's proportionate interest in 12,000,000 shares held by Samgray, L.P. The reporting person is a limited partner in Samgray, L.P., and members of the reporting person's family control the general partner of Samgray, L.P.

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