OMB APPROVAL
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
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)
May 13, 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 []
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 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
Warren Eisenberg
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 4,040,208
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
4,040,208
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,040,208
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This Statement on Schedule 13D hereby supersedes the
Statement on Schedule 13D dated October 1, 1995, as amended,
filed by Leonard Einstein, Warren Eisenberg and the Einstein-
Eisenberg Family Partnership, L.P.
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
(a) The name of the person filing this Schedule is Warren
Eisenberg.
(b) Mr. Eisenberg's business address is c/o Bed Bath &
Beyond Inc., 650 Liberty Avenue, Union, New Jersey 07083.
(c) 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, Mr. Eisenberg has not been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) During the last five years, Mr. Eisenberg has not been
a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction subjecting him 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. Eisenberg is a United States Citizen.
Item 3. Source and Amount of Funds or Other Consideration
Shares of Common Stock of the Issuer owned by Mr. Eisenberg as of
May 13, 1998 were issued to Mr. Eisenberg upon organization of
the Issuer.
Item 4. Purpose of Transaction
As stated above, the shares of Common Stock of the Issuer were
issued to Mr. Eisenberg upon organization of the Issuer.
Since May 13, 1998, Mr. Eisenberg had no plans or proposals of
the type required to be disclosed in this Item.
Item 5. Interest in Securities of the Issuer
(a) The aggregate number of shares of Common Stock
beneficially owned by Mr. Eisenberg as of the date of this
Schedule is 4,040,208* shares, or 5.8% of the outstanding Common
Stock.
(b) As of the date of this Schedule, Mr. Eisenberg
possesses the sole power to vote and dispose of 4,040,208 shares
of Common Stock.
(c) On April 24, 1998 Mr. Eisenberg contributed 55,000
shares of Common Stock to the Mitzi and Warren Eisenberg Family
Foundation, Inc., a not-for-profit corporation of which Mr.
Eisenberg and his family members are the trustees and officers.
On May 13, 1998, the Mitzi and Warren Eisenberg Family
Foundation, Inc. sold 55,000 shares of Common Stock at a price of
$50-7/8 per share of Common Stock through a brokerage
transaction. On May 13, 1998, Mr. Eisenberg sold 85,176 shares
of Common Stock at a price of $50-7/8 per share of Common Stock
through a brokerage transaction. On May 13, 1998, a trust of
_________________
* Does not include (I) 61,000 shares of Common Stock that are
issuable to two of Mr. Eisenberg's children pursuant to
stock options that are currently exercisable (ii) a total of
671,184 shares of Common Stock owned by Mr. Eisenberg's four
children (who do not share the same home as Mr. Eisenberg)
and (iii) a total of 1,000,000 shares owned by Mr.
Eisenberg's wife. Mr. Eisenberg disclaims beneficial
ownership of all such shares.
which Mr. Eisenberg's wife and other family members are co-
trustees sold 859,824 shares of Common Stock at a price of $50-
7/8 per share of Common Stock through a brokerage transaction.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Mr. Eisenberg was not a party to any contracts, arrangements,
understandings or relationships of the type required to be
disclosed in this item.
Item 7. Material to be Filed as Exhibits.
Not Applicable.
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: June 5, 1998 /s/Warren Eisenberg
_____________________________
Warren Eisenberg
