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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1. Name and Address of Reporting Person * TEMARES STEVEN H   2. Issuer Name and Ticker or Trading Symbol BED BATH & BEYOND INC [BBBY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O BED BATH & BEYOND INC., 650 LIBERTY AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 02/04/2015 (Street) UNION, NJ 07083 4. If Amendment, Date Original Filed(Month/Day/Year) 02/06/2015 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, par value $0.01 per share 02/04/2015   M   100,000 (1) A $ 41.115 644,365 D   Common Stock, par value $0.01 per share 02/04/2015   S   74,103 D $ 78.1521 (2) 570,262 D   Common Stock, par value $0.01 per share 02/04/2015   S   25,897 D $ 78.6837 (3) 544,365 D   Common Stock, par value $0.01 per share 02/05/2015   M   100,000 (1) A $ 41.115 644,365 D   Common Stock, par value $0.01 per share 02/05/2015   S   100,000 D $ 78.7914 (4) 544,365 D

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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

Employee Stock Option (right to buy)

$ 41.115

02/04/2015

M

100,000 (1)

(5)

05/10/2015

Common Stock

100,000

$ 0

100,000

D

Employee Stock Option (right to buy)

$ 41.115

02/05/2015

M

100,000 (1)

(5)

05/10/2015

Common Stock

100,000

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
TEMARES STEVEN H C/O BED BATH & BEYOND INC. 650 LIBERTY AVENUE UNION, NJ 07083	X		Chief Executive Officer

Signatures

/s/ Charles Lee - Attorney-in-Fact		06/01/2015
**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)	This amendment is being filed solely to correct the reporting of these stock option exercises. These stock option exercises totaling 200,000 shares were originally reported as having occurred on February 4, 2015, with sales on February 4 and February 5, instead of as two separate transactions of 100,000 shares each on February 4 and February 5 as reflected in this amendment
(2)	This transaction was executed in multiple trades at prices ranging from $77.54 to $78.5388. The price reported above reflects the weighted average sale price. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the Issuer or a security holder of the Issuer.
(3)	This transaction was executed in multiple trades at prices ranging from $78.54 to $78.94. The price reported above reflects the weighted average sale price. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the Issuer or a security holder of the Issuer.
(4)	This transaction was executed in multiple trades at prices ranging from $78.60 to $79.04. The price reported above reflects the weighted average sale price. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the Issuer or a security holder of the Issuer.
(5)	The stock option was fully exercisable.

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