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)
Leonard Feinstein
c/o Bed Bath & Beyond Inc.
110 Bi-County Boulevard, Suite 114
Farmingdale, New York 11735
(516) 420-7050
(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
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 5,036,794
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
5,036,794
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,036,794
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
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 Feinstein, Warren Eisenberg and the Feinstein-
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 Leonard
Feinstein.
(b) Mr. Feinstein's business address is c/o Bed Bath &
Beyond Inc., 110 Bi-County Boulevard, Farmingdale, New York
11735.
(c) Mr. Feinstein is the President 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. Feinstein has not been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) During the last five years, Mr. Feinstein 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. Feinstein 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. Feinstein as of
May 13, 1998 were issued to Mr. Feinstein 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. Feinstein upon organization of the Issuer.
Since May 13, 1998, Mr. Feinstein 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. Feinstein as of the date of this
Schedule is 5,036,794* shares, or 7.3% of the outstanding Common
Stock.
(b) As of the date of this Schedule, Mr. Feinstein
possesses the sole power to vote and dispose of 5,036,794 shares
of Common Stock.
___________________
* Does not include (i) a total of 178,268 shares of
Common Stock owned by two of Mr. Feinstein's children
(who do not share the same home as Mr. Feinstein) and
(ii) 454,134 shares owned by a trust for the benefit of
one of Mr. Feinstein's children (who does not share the
same home as Mr. Feinstein). Mr. Feinstein disclaims
beneficial ownership of all such shares.
(c) On April 24, 1998 Mr. Feinstein contributed 55,000
shares of Common Stock to the Feinstein Family Foundation, Inc.,
a not-for-profit corporation of which Mr. Feinstein and his
family members are the trustees and officers. On May 13, 1998,
the Feinstein 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. Feinstein
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 which Mr. Feinstein'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. Feinstein 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/Leonard Feinstein
_____________________________
Leonard Feinstein
