SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                              SCHEDULE 13D
                             (Rule 13d-101)

INFORMATION  TO BE INCLUDED IN STATEMENTS  FILED  PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

                           (Amendment No. ___)*

                         BJ's Wholesale Club, Inc.
                            (Name of Issuer)

                              Common Stock
                      (Title of Class of Securities)

                               05548J106
                            (CUSIP Number)

                        Stephen M. Schultz, Esq.
                  Kleinberg, Kaplan, Wolff & Cohen, P.C.
                 551 Fifth Avenue, New York, New York 10176
                            Tel: (212) 986-6000
        (Name, Address and Telephone Number of Person Authorized
                   to Receive Notices and Communications)

                             March 18, 2003
       (Date of Event Which Requires Filing of this Statement)

     If the filing  person has  previously  filed a statement on Schedule 13G to
report the acquisition  which is the subject of this Schedule 13D, and is filing
this  schedule  because  of Rule  13d-1(e),  13d-1(f)  or  13d-1(g),  check  the
following box [x].

     Note:  Schedules  filed in paper format shall include a signed original and
five copies of the schedule,  including  all exhibits.  See Rule 13d-7 for other
parties to whom copies are to be sent.

     *The  remainder  of this cover  page  shall be filled  out for a  reporting
person's  initial  filing on this  form with  respect  to the  subject  class of
securities,  and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.

     The  information  required on the remainder of this cover page shall not be
deemed to be "filed"  for the purpose of Section 18 of the  Securities  Exchange
Act of 1934 or otherwise  subject to the  liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).



1.       NAMES OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
                  Elliott Associates, L.P.

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
         (a)[x]
         (b)[ ]

3.       SEC USE ONLY

4.       SOURCE OF FUNDS*
                  WC

5. CHECK BOX IF DISCLOSURE  OF LEGAL  PROCEEDINGS  IS REQUIRED  PURSUANT TO
   ITEMS 2(d) or 2(e) [ ]

6.       CITIZENSHIP OR PLACE OF ORGANIZATION
                  Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7.       SOLE VOTING POWER
                  1,580,400

8        SHARED VOTING POWER
                  0

9.       SOLE DISPOSITIVE POWER
                  1,580,400

10.      SHARED DISPOSITIVE POWER
                  0

11.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                  1,580,400

12.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
         EXCLUDES CERTAIN SHARES*   [ ]

13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                  2.3%

14.      TYPE OF REPORTING PERSON*
                  PN

     *SEE INSTRUCTIONS BEFORE FILLING OUT!


1.       NAMES OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
                  Elliott International, L.P.

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
         (a)[x]
         (b)[ ]

3.       SEC USE ONLY

4.       SOURCE OF FUNDS*
                  WC

     5. CHECK BOX IF DISCLOSURE  OF LEGAL  PROCEEDINGS  IS REQUIRED  PURSUANT TO
ITEMS 2(d) or 2(e) [ ]

6.       CITIZENSHIP OR PLACE OF ORGANIZATION
                  Cayman Islands, British West Indies

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7.       SOLE VOTING POWER
                  0

8        SHARED VOTING POWER
                  1,925,900

9.       SOLE DISPOSITIVE POWER
                  0

10.      SHARED DISPOSITIVE POWER
                  1,925,900

11.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                  1,925,900

12.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
         EXCLUDES CERTAIN SHARES*   [ ]

13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                  2.8%

14.      TYPE OF REPORTING PERSON*
                  PN

     *SEE INSTRUCTIONS BEFORE FILLING OUT!


1.       NAMES OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
                  Elliott International Capital Advisors Inc.

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
         (a)[x]
         (b)[ ]

3.       SEC USE ONLY

4.       SOURCE OF FUNDS*
                  OO

5. CHECK BOX IF DISCLOSURE  OF LEGAL  PROCEEDINGS  IS REQUIRED  PURSUANT TO
   ITEMS 2(d) or 2(e) [ ]

6.       CITIZENSHIP OR PLACE OF ORGANIZATION
                  Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7.       SOLE VOTING POWER
                  0

8        SHARED VOTING POWER
                  1,925,900

9.       SOLE DISPOSITIVE POWER
                  0

10.      SHARED DISPOSITIVE POWER
                  1,925,900

11.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                  1,925,900

12.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
         EXCLUDES CERTAIN SHARES*   [ ]

13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                  2.8%

14.      TYPE OF REPORTING PERSON*
                  CO

     *SEE INSTRUCTIONS BEFORE FILLING OUT!

ITEM 1.  Security and Issuer.

     This statement  relates to the common stock (the "Common  Stock"),  of BJ's
Wholesale Club, Inc. (the "Issuer").  The Issuer's principal executive office is
located at One Mercer Road, Natick, Massachusetts 01760.


ITEM 2.  Identity and Background.

     (a)-(c) This  statement is being filed by (i) Elliott  Associates,  L.P., a
Delaware limited partnership,  and its wholly-owned subsidiaries  (collectively,
"Elliott"),   (ii)  Elliott  International,   L.P.,  a  Cayman  Islands  limited
partnership ("Elliott  International"),  and (iii) Elliott International Capital
Advisors Inc., a Delaware  corporation ("EICA" and collectively with Elliott and
Elliott International,  the "Reporting Persons").  Paul E. Singer ("Singer") and
Elliott  Capital  Advisors,  L.P.,  a  Delaware  limited  partnership  ("Capital
Advisors"),  which is controlled by Singer, are the general partners of Elliott.
Hambledon,  Inc.,  a Cayman  Islands  corporation  ("Hambledon"),  which is also
controlled by Singer, is the general partner of Elliott  International.  EICA is
the  investment  manager for Elliott  International.  EICA  expressly  disclaims
equitable ownership of and pecuniary interest in any shares of Common Stock.

     The business address of each of Elliott,  EICA, Singer and Capital Advisors
is 712 Fifth Avenue,  36th Floor, New York, New York 10019. The business address
of each of Elliott  International  and Hambledon is c/o HSBC Financial  Services
(Cayman) Limited, P.O. Box 1109, Mary Street, Grand Cayman, Cayman Islands.

     The principal  business of each of Elliott and Elliott  International is to
purchase,  sell, trade and invest in securities.  The principal business of EICA
is the furnishing of investment advisory services to Elliott International.  The
principal  business of Mr.  Singer is serving as general  partner of Elliott and
Capital  Advisors and as president of EICA.  The  principal  business of Capital
Advisors is serving as general  partner of Elliott.  The  principal  business of
Hambledon is serving as general partner of Elliott International.

     (d) and (e) During the last five  years,  none of the  persons or  entities
listed above has been (i) convicted in a criminal proceeding  (excluding traffic
violations or similar misdemeanors);  or (ii) a party to a civil proceeding of a
judicial or  administrative  body of competent  jurisdiction  and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.

         (f)      Mr. Singer is a citizen of the United States.


ITEM 3.  Source and Amount of Funds or Other Consideration.

     The source and  amount of funds  used by Elliott in  purchasing  the Common
Stock it beneficially owns are:

SOURCE OF FUNDS                                      AMOUNT OF FUNDS
Working Capital                                      $17,944,023

     The source and amount of funds used by Elliott  International in purchasing
the Common Stock it beneficially owns are:

SOURCE OF FUNDS                                      AMOUNT OF FUNDS
Working Capital                                      $21,852,121


ITEM 4.  Purpose of Transaction.

     Each of  Elliott  and  Elliott  International  acquired  the  Common  Stock
beneficially  owned by it in the  ordinary  course of its trade or  business  of
purchasing,  selling,  trading and  investing in  securities.  EICA has acted as
investment  manager  with  respect to  Elliott  International's  acquisition  of
beneficial ownership of Common Stock.

     Depending  upon  market  conditions  and  other  factors  that it may  deem
material,  each of Elliott and  Elliott  International  may  acquire  additional
shares of Common Stock or other  securities  of the Issuer or may dispose of all
or a portion of the Common Stock or other  securities  of the Issuer that it now
beneficially   owns  or  hereafter   acquires.   Each  of  Elliott  and  Elliott
International may also meet with other  shareholders,  investment bankers and/or
the  Issuer's  management  and Board of  Directors  to  consider  a  variety  of
different  alternatives  to  maximize  shareholder  value,  including,   without
limitation,  proposing  that  the  Issuer  enter  into  one or  more  negotiated
transactions,  and/or  commencing  or  joining a tender  offer,  proxy  contest,
consent solicitation, or other similar action. However, it should not be assumed
that  either  Elliott or Elliott  International  will take any of the  foregoing
actions, and each of them expressly reserves the right to participate,  alone or
with  others,  in plans,  proposals  or  transactions  of a similar or different
nature with respect to the Issuer.


ITEM 5.  Interest in Securities of the Issuer.

     (a)  Elliott   beneficially   owns   1,580,400   shares  of  Common  Stock,
constituting 2.3% of all of the outstanding shares of Common Stock.

     Elliott  International  and EICA beneficially own an aggregate of 1,925,900
shares of Common Stock,  constituting  2.8% of all of the outstanding  shares of
Common Stock.

     Collectively,  Elliott,  Elliott  International  and EICA  beneficially own
3,506,300  shares of Common Stock  constituting  5.1% of all of the  outstanding
shares of Common Stock.

     (b)  Elliott has the power to vote or direct the vote of, and to dispose or
direct the disposition of, the shares of Common Stock beneficially owned by it.

     Elliott  International has the shared power with EICA to vote or direct the
vote of, and to dispose or direct the disposition of, the shares of Common Stock
owned  by  Elliott   International.   Information   regarding  each  of  Elliott
International  and  EICA is set  forth  in Item 2 of  this  Schedule  13D and is
expressly incorporated by reference herein.

     (c) The following  transactions  were  effected by Elliott  during the past
sixty (60) days:

                                           Approx. Price per
                  Amount of Shs.           Share (excl. of
Date    Security  Bought(Sold)             commissions)

02/05/03 Common   123,700                   $15.09
02/18/03 Common    22,500                   $14.22
02/19/03 Common    96,800                   $14.22
02/20/03 Common    63,000                   $13.97
02/21/03 Common    63,000                   $13.97
02/24/03 Common    15,700                   $13.93
02/25/03 Common    54,900                   $13.83
03/04/03 Common   196,800                   $11.26
03/05/03 Common     5,000                   $15.00*
03/05/03 Common   280,100                   $10.16
03/06/03 Common    25,200                   $10.12
03/07/03 Common   214,200                   $10.09
03/10/03 Common   112,500                   $10.09
03/11/03 Common    90,000                    $9.98
03/12/03 Common    93,200                    $9.38
03/13/03 Common   (18,000)                   $9.48
03/14/03 Common    27,000                    $9.77
03/17/03 Common    45,000                   $10.09
03/18/03 Common    69,800                   $10.07


     The following  transactions were effected by Elliott  International  during
the past sixty (60) days:

                                           Approx. Price per
                  Amount of Shs.           Share (excl. of
Date    Security  Bought(Sold)             commissions)

02/05/03 Common   151,300                   $15.09
02/18/03 Common    27,500                   $14.22
02/19/03 Common   118,200                   $14.22
02/20/03 Common    77,000                   $13.97
02/21/03 Common    77,000                   $13.97
02/24/03 Common    19,300                   $13.93
02/25/03 Common    67,100                   $13.83
03/04/03 Common   240,600                   $11.26
03/05/03 Common   342,400                   $10.16
03/06/03 Common    30,800                   $10.12
03/07/03 Common   261,800                   $10.09
03/10/03 Common   137,500                   $10.09
03/11/03 Common   110,000                    $9.98
03/12/03 Common   113,800                    $9.38
03/13/03 Common       400                   $15.00*
03/13/03 Common   (22,000)                   $9.48
03/14/03 Common    33,000                    $9.77
03/17/03 Common    55,000                   $10.09
03/18/03 Common    85,200                   $10.07

     All of the above transactions were effected on the New York Stock Exchange,
except for those marked with an asterisk (*),  which  represent  settlements  of
puts written by the Reporting Persons.

     (d) No person  other than  Elliott has the right to receive or the power to
direct the receipt of  dividends  from,  or the  proceeds  from the sale of, the
shares of Common Stock beneficially owned by Elliott.

     No  person  other  than  Elliott  International  and EICA has the  right to
receive or the power to direct the receipt of  dividends  from,  or the proceeds
from the sale of,  the  shares of Common  Stock  beneficially  owned by  Elliott
International and EICA.

         (e)      Not applicable.


     ITEM 6.  Contracts,  Arrangements,  Understandings  or  Relationships  With
Respect to Securities of the Issuer.

     Elliott has written puts with respect to 140,000 shares of Common Stock and
written  calls  with  respect  to  124,000  shares  of  Common  Stock.   Elliott
International  has written puts with  respect to 176,700  shares of Common Stock
and written calls with respect to 152,600 shares of Common Stock.  All such puts
and calls were written through the Chicago Board of Options Exchange.


ITEM 7.  Material to be Filed as Exhibits.

         Exhibit A - Joint Filing Agreement


                                SIGNATURES

     After reasonable  inquiry and to the best of its knowledge and belief,  the
undersigned  each certifies that the information with respect to it set forth in
this statement is true, complete and correct.

Dated:  March 19, 2003

         ELLIOTT ASSOCIATES, L.P.
         By: Elliott Capital Advisors, L.P., as General Partner
                  By: Braxton Associates, Inc., as General Partner


                           By: /s/ Elliot Greenberg
                                    Elliot Greenberg
                                    Vice President


         ELLIOTT INTERNATIONAL, L.P.
         By:      Elliott International Capital Advisors Inc.,
                           as Attorney-in-Fact


                           By: /s/ Elliot Greenberg
                                    Elliot Greenberg
                                    Vice President


         ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC.


         By: /s/ Elliot Greenberg
                  Elliot Greenberg
                  Vice President

                                   EXHIBIT A

                            JOINT FILING AGREEMENT

     The  undersigned  hereby  agree that the  statement  on  Schedule  13D with
respect to the common stock of BJ's  Wholesale  Club,  Inc. dated March 19, 2003
is, and any further  amendments  thereto signed by each of the undersigned shall
be,  filed on behalf of each of the  undersigned  pursuant to and in  accordance
with the provisions of Rule 13d-1(f) under the Securities  Exchange Act of 1934,
as amended.

Dated:  March 19, 2003

         ELLIOTT ASSOCIATES, L.P.
         By: Elliott Capital Advisors, L.P., as General Partner
                  By: Braxton Associates, Inc., as General Partner


                           By: /s/ Elliot Greenberg
                                    Elliot Greenberg
                                    Vice President


         ELLIOTT INTERNATIONAL, L.P.
         By:      Elliott International Capital Advisors Inc.,
                           as Attorney-in-Fact


                           By: /s/ Elliot Greenberg
                                    Elliot Greenberg
                                    Vice President


         ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC.


         By: /s/ Elliot Greenberg
                  Elliot Greenberg
                  Vice President