OMB APPROVAL
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
BED BATH & BEYOND INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
075896-10-0
(CUSIP Number)
Warren Eisenberg
c/o Bed Bath & Beyond Inc.
650 Liberty Avenue
Union, New Jersey 07083
(908) 688-0888
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 28, 1998
(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(b)(3) or (4), check the following box []
Check the following box if a fee is being paid with this
statement []. (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the commission. See Rule 13d-1(a) 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 the disclosures provided
in a prior cover page.
The information required in 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 ("Act") 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).
SCHEDULE 13D
CUSIP No. 075896-10-0 Page 2
1 NAME OF REPORTING PERSONS
Feinstein-Eisenberg Family Partnership, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 075896-10-0 Page 3
1 NAME OF REPORTING PERSONS
Leonard Feinstein
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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
United States
7 SOLE VOTING POWER
NUMBER OF 5,176,970
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
5,176,970
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,176,970
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 075896-10-0 Page 4
1 NAME OF REPORTING PERSONS
Warren Eisenberg
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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
United States
7 SOLE VOTING POWER
NUMBER OF 4,180,384
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
4,180,384
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
The Statement on Schedule 13D dated October 1, 1995, as amended,
is hereby amended as follows:
Item 1. Security and Issuer
This Schedule 13D relates to the Common Stock, par value $.01 per
share (the "Common Stock"), of Bed Bath & Beyond Inc., a New York
corporation (the "Issuer"). The Issuer's principal executive
offices are located at 650 Liberty Avenue, Union, New Jersey
07083.
Item 2. Identity and Background
One of the persons filing this Schedule is the Feinstein-
Eisenberg Family Partnership, L.P. (the "Partnership"). The
Partnership is organized in the State of Delaware. The principal
business of the partnership is holding certain securities owned
by Leonard Feinstein, Warren Eisenberg and certain of their
family members. The address of the Partnership's principal
business and principal office is c/o Bed Bath & Beyond Inc., 650
Liberty Avenue, Union, New Jersey 07083.
(a) The names of the other persons filing this Schedule are
Leonard Feinstein and Warren Eisenberg.
(b) Mr. Feinstein's business address is c/o Bed Bath &
Beyond Inc., 110 Bi-County Boulevard, Farmingdale, New York
11735. Mr. Eisenberg's business address is c/o Bed Bath &
Beyond, Inc., 650 Liberty Avenue, Union, New Jersey 07083.
(c) Mr. Feinstein is the President and Co-Chief Executive
Officer of the Issuer and Mr. Eisenberg is the Chairman and Co-
Chief Executive Officer of the Issuer. The Issuer's principal
business is the operation of retail stores selling domestics
merchandise and home furnishings. The address of the Issuer is
650 Liberty Avenue, Union, New Jersey 07083.
(d) During the last five years, neither the Partnership,
Mr. Feinstein, nor Mr. Eisenberg has been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, neither the Partnership,
Mr. Feinstein, nor Mr. Eisenberg has been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction subjecting them 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. Feinstein and Mr. Eisenberg are both United States
citizens.
Item 3. Source and Amount of Funds or Other Consideration
The 1,725,701 shares of Common Stock of the Issuer
beneficially owned by the Partnership as of October 1, 1995 (the
"Shares") were contributed to the Partnership on October 1, 1995
by Mr. Feinstein and Mr. Eisenberg and certain members of their
families in exchange for interests in the Partnership. Mr.
Feinstein and Mr. Eisenberg, as the general partners of the
Partnership, shared the power to vote and dispose of the Shares
on behalf of the Partnership.
The 5,176,970 shares of Common Stock owned by Mr. Feinstein and
the 4,180,384 shares of Common Stock owned by Mr. Eisenberg, were
issued to Mr. Feinstein and Mr. Eisenberg, respectively, upon
organization of the Issuer.
Item 4. Purpose of Transaction
As stated above, the Shares owned by the Partnership as of
October 1, 1995 were beneficially owned by the Partnership and
Mr. Feinstein and Mr. Eisenberg, as general partners of the
Partnership, shared the power to vote and dispose of the Shares
on behalf of the Partnership. Since October 1, 1995, the
Partnership had no plans or proposals of the type required to be
disclosed in this Item except the disposition of the shares of
Common Stock beneficially owned by the Partnership to its
partners.
Item 5. Interest in Securities of the Issuer
(a) The aggregate number of shares of Common Stock
beneficially owned by the Partnership as of the date of this
Schedule is 0 shares, or 0% of the outstanding Common Stock.
The aggregate number of shares of Common Stock beneficially
owned by Mr. Feinstein as of the date of this Schedule is
5,176,970[1] shares, or 7.5% of the outstanding Common Stock.
The aggregate number of shares of Common Stock beneficially
owned by Mr. Eisenberg as of the date of this Schedule is
4,180,384[2] shares, or 6.1% of the outstanding Common Stock.
______________________
[Footnotes]
1 Does not include 859,824 shares of Common Stock owned by an
irrevocable trust of which Mr. Feinstein's wife and other family
members are co-trustees, for the benefit of Mr. Feinstein and
members of Mr. Feinstein's family. Mr. Feinstein disclaims
beneficial ownership of such shares.
2 Does not include 60,000 shares of Common Stock that are
issuable to two of Mr. Eisenberg's children pursuant to stock
options that are currently exercisable and 859,824 shares of
Common Stock owned by an irrevocable trust of which Mr.
Eisenberg's wife and other family members are co-trustees, for
the benefit of Mr. Eisenberg and members of Mr. Eisenberg's
family. Mr. Eisenberg disclaims beneficial ownership of all such
shares.
[end of footnotes]
(b) As of the date of this Schedule, Mr. Feinstein
possesses the sole power to vote and dispose of 5,176,970 shares
of Common Stock.
As of the date of this Schedule, Mr. Eisenberg possesses the
sole power to vote and dispose of 4,180,384 shares of Common
Stock.
As of the date of this Schedule, the Partnership has no
power to vote or dispose of any Shares.
(c) On January 28, 1998, the Partnership distributed to its
partners the 1,651,402 shares of Common Stock the Partnership
held.
On December 31, 1997, an aggregate of 491,646 shares of
Common Stock were distributed to Mr. Eisenberg as beneficiary of
two trusts of which his wife and other family members are co-
trustees. On January 28, 1998, Mr. Eisenberg sold 556,733 shares
of Common Stock at $39-5/8 through a brokerage transaction. On
January 28, 1998, 34,514 shares of Common Stock were distributed
to Mr. Eisenberg from the Partnership. On January 28, 1998, the
Mitzi and Warren Eisenberg Family Foundation, Inc. sold 83,000
shares of Common Stock at $39-5/8 through a brokerage
transaction.
On December 31, 1997, an aggregate of 491,646 shares of
Common Stock were distributed to Mr. Feinstein as beneficiary of
two trusts of which his wife and other family members are co-
trustees. On January 28, 1998, Mr. Feinstein sold 556,733 shares
of Common Stock at $39-5/8 through a brokerage transaction. On
January 28, 1998, 34,514 shares of Common Stock were distributed
to Mr. Feinstein from the Partnership. On January 28, 1998, the
Feinstein Family Foundation, Inc. sold 83,000 shares of Common
Stock at $39-5/8 through a brokerage transaction.
(d) Not applicable.
(e) On February 21, 1996, the Partnership ceased to be the
beneficial owner of more than five percent of the Common Stock of
the Issuer.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
Leonard Feinstein and Warren Eisenberg and certain of their
family members contributed the shares of Common Stock to the
Feinstein-Eisenberg Family Partnership, L.P. on October 1, 1995
pursuant to the Agreement of Limited Partnership of Feinstein-
Eisenberg Family Partnership, L.P. dated August 2, 1995 among
Leonard Feinstein, Warren Eisenberg, Martin Eisenberg, Ronald
Eisenberg, Shelly Mitchell, Randi Sellinger, Richard Feinstein,
Jeffrey Feinstein and a Trust for the benefit of Amy Feinstein
under trust agreement dated 3/25/93 (the "Partnership
Agreement"). Pursuant to the Partnership Agreement, the general
partners, Mr. Feinstein and Mr. Eisenberg, had the right on
behalf of the Partnership to vote and dispose of the Shares.
Item 7. Material to Be Filed as Exhibits
The following documents filed by the Company with the
Commission are incorporated by reference in this Schedule 13D:
(i) The Agreement of Limited Partnership of Feinstein-
Eisenberg Family Partnership, L.P. dated August 2, 1995 among
Leonard Feinstein, Warren Eisenberg, Martin Eisenberg, Ronald
Eisenberg, Shelly Mitchell, Randi Sellinger, Richard Feinstein,
Jeffrey Feinstein and a Trust for the benefit of Amy Feinstein
under trust agreement dated 3/25/93.
(ii) A joint filing agreement, dated February 14, 1996,
among the signatories to this Schedule 13D (no longer
applicable).
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: February 24, 1998 /s/Warren Eisenberg
_____________________________
Warren Eisenberg, Individually
and as General Partner of
Feinstein-Eisenberg Family
Partnership, L.P.
