SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-2.
[ ] Confidential for the Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Bed Bath & Beyond Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-12.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(4) Date Filed:

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2

[BED BATH & BEYOND LOGO]

[BED BATH & BEYOND LETTERHEAD]

May [21], 2001

Dear Shareholder:

We are pleased to invite you to attend the Company's 2001 Annual Meeting of
Shareholders on Thursday, June 28, 2001. The meeting will begin at 9:00 a.m. at
the Headquarters Plaza Hotel, 3 Headquarters Plaza, Morristown, New Jersey.

The Notice of Annual Meeting and Proxy Statement that follow this letter
describe the matters to be voted on during the meeting. You will be asked to
elect two directors, ratify the appointment of auditors, approve an amendment of
the Company's Certificate of Incorporation to increase the number of authorized
shares and vote on a shareholder proposal. Your Board of Directors recommends a
vote FOR the election of the two directors, FOR ratification of the appointment
of auditors and FOR the approval of the adoption of the amendment to the
Certificate of Incorporation. Your Board of Directors recommends a vote AGAINST
the shareholder proposal.

Your proxy card and the Company's 2000 Annual Report are also enclosed.

Whether or not you plan to attend in person, please read the proxy
statement and vote your shares. You are requested to sign, date and mail the
enclosed proxy at your earliest convenience in the enclosed postage-paid
envelope.

On behalf of the Board of Directors, thank you for your cooperation and
continued support.

Sincerely,

SIGNATURE
Warren Eisenberg
Co-Chairman and
Co-Chief Executive Officer

SIGNATURE
Leonard Feinstein
Co-Chairman and
Co-Chief Executive Officer
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BED BATH & BEYOND INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JUNE 28, 2001

TIME.......................... 9:00 A.M. on Thursday, June 28, 2001

PLACE......................... Headquarters Plaza Hotel
3 Headquarters Plaza
Morristown, New Jersey

ITEMS OF BUSINESS............. (1) To elect two directors for three years
until the Annual Meeting in 2004 and until
their successors have been elected and
qualified (Proposal 1).

(2) To ratify the appointment of KPMG LLP as
independent auditors for the 2001 fiscal
year (Proposal 2).

(3) To approve an amendment to the Company's
Certificate of Incorporation to increase
the number of authorized shares of common
stock from 350 million shares to 900
million shares (Proposal 3).

(4) To vote on a shareholder proposal
(Proposal 4).

(5) To transact such other business as may
properly be brought before the meeting or
any adjournment or adjournments.

RECORD DATE................... You can vote if you are a shareholder of record
on May 1, 2001.

ANNUAL REPORT................. Our 2000 Annual Report, which is not a part of
the proxy soliciting material, is enclosed.

PROXY VOTING.................. It is important that your shares be represented
and voted at the meeting. We hope you will
attend the meeting. Whether or not you plan to
attend, we urge you to fill out the enclosed
proxy card and return it to us in the envelope
provided. No postage is required.

May [21], 2001 Warren Eisenberg
Co-Chairman and Co-Chief Executive Officer

Leonard Feinstein
Co-Chairman and Co-Chief Executive Officer
4

BED BATH & BEYOND INC.
650 LIBERTY AVENUE
UNION, NEW JERSEY 07083

PROXY STATEMENT
- --------------------------------------------------------------------------------

The proxy materials are delivered in connection with the solicitation by
the Board of Directors of Bed Bath & Beyond Inc. (the "Company," "we," or "us"),
a New York corporation, of proxies to be voted at our 2001 Annual Meeting of
Shareholders and at any adjournment or adjournments.

QUESTIONS ABOUT THE MEETING AND THESE PROXY MATERIALS
- --------------------------------------------------------------------------------

This Proxy Statement, the proxy card and our 2000 Annual Report are being
mailed starting May [21], 2001.

WHAT MAY I VOTE ON?

You may vote on the following proposals:

- - election of two directors to hold office until the Annual Meeting in 2004
(Proposal 1);

- - ratification of the appointment of KPMG LLP as independent auditors for
fiscal 2001 (Proposal 2);

- - approval of an amendment to the Company's Certificate of Incorporation to
increase the authorized number of shares of common stock (Proposal 3); and

- - consideration of a shareholder proposal (Proposal 4).

WHO MAY VOTE?

Shareholders of record of the Company's common stock at the close of
business on May 1, 2001 are entitled to receive this notice and to vote their
shares at the Annual Meeting. As of that date, there were [285,745,226] shares
of common stock outstanding. Each share of common stock is entitled to one vote
on each matter properly brought before the meeting.

HOW DO I VOTE?

Complete, sign and date the enclosed proxy card. If you return your signed
proxy card but do not mark the boxes showing how you wish to vote, your shares
will be voted FOR the first three proposals and AGAINST the fourth proposal.
Sending in a signed proxy card will not affect your right to attend the Annual
Meeting and vote in person.

CAN I CHANGE MY VOTE?

Yes. You may revoke your proxy at any time before it is exercised by doing
any of the following:

- - sending a letter to the Secretary of the Company telling him that your proxy
is revoked;

- - signing a new proxy and sending it to the Secretary of the Company; or

- - attending the Annual Meeting and voting by ballot.

HOW MANY VOTES MUST BE PRESENT TO HOLD THE ANNUAL MEETING?

A "quorum" is necessary to hold the Annual Meeting. A quorum is a majority
of the votes entitled to be cast by the shareholders entitled to vote at the
Annual Meeting. They may be present at the meeting or represented by proxy.
Abstentions and broker "non-votes" are counted as present and entitled to vote
for purposes of determining a quorum, but are not counted for purposes of
determining any of the proposals to be voted on.

HOW MANY VOTES ARE NEEDED TO APPROVE THE PROPOSALS?

A "FOR" vote by a majority of the outstanding shares of common stock is
required to approve the amendment to the Certificate of Incorporation. A
plurality of the votes cast is required for the election of Directors. A "FOR"
vote by a majority

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of the votes cast is required to approve the other proposals to be acted on at
the Annual Meeting.

WHAT IS AN ABSTENTION?

An abstention is a properly signed proxy card which is marked "abstain".

WHAT IS A BROKER "NON-VOTE"?

A broker "non-vote" occurs when a nominee holding shares for a beneficial
owner does not vote on a particular proposal because the nominee does not have
discretionary voting power for that particular item and has not received
instructions from the beneficial owner. Under applicable rules, all of the
proposals to be considered at the meeting are "discretionary" items upon which
New York Stock Exchange member brokerage firms that hold shares as nominee may
vote on behalf of the beneficial owners if such beneficial owners have not
furnished voting instructions by the tenth day before the Annual Meeting.

WILL ANY OTHER MATTERS BE ACTED ON AT THE ANNUAL MEETING?

If any other matters are properly presented at the Annual Meeting or any
adjournment, the persons named in the proxy will have discretion to vote on
those matters. As of April 7, 2001, which is the date by which shareholder
proposals must have been received by the Company to be presented at the meeting,
we did not know of any other matters to be presented at the Annual Meeting.

WHO PAYS FOR THIS PROXY SOLICITATION?

The Company will pay the expenses of soliciting proxies. In addition to
solicitation by mail, proxies may be solicited in person or by telephone or
other means by directors or employees of the Company. The Company has engaged
D.F. King & Co., Inc., for a fee to be determined, to assist in the solicitation
of proxies. The Company will reimburse brokerage firms and other nominees,
custodians and fiduciaries for costs incurred by them in mailing proxy materials
to the beneficial owners of shares held of record by such persons.

ELECTION OF DIRECTORS (PROPOSAL 1)
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HOW IS THE BOARD OF DIRECTORS STRUCTURED?

The Board of Directors is divided into three classes, each with a staggered
three year term of office. The current number of directors is six, with two
directors being elected at each annual meeting.

WHO HAS BEEN NOMINATED THIS YEAR FOR ELECTION AS A DIRECTOR?

The Board of Directors has nominated Warren Eisenberg and Robert J. Swartz,
who are current directors of the Company whose terms of office expire at the
Annual Meeting. The principal occupation and certain other information about
Messrs. Eisenberg and Swartz is provided below:

NUMBER OF SHARES OF COMMON
NAME AND AGE AS OF POSITION, PRINCIPAL OCCUPATION, BUSINESS STOCK OWNED BENEFICIALLY AND
MAY 1, 2001 EXPERIENCE AND DIRECTORSHIPS PERCENT OF CLASS
- ------------------------------------ ---------------------------------------- ----------------------------

Warren Eisenberg............... 70 Co-Chief Executive Officer, Co-Chairman [9,732,498](1) ([3.4]%)
and Director. Co-Founder, Co-Chief
Executive Officer and Director of the
Company since 1971. Chairman 1992 to
1999.

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Robert J. Swartz............... 75 Certified Public Accountant and 4,678*
Financial Consultant to various
businesses. Until 1991 a partner in the
accounting firm of KPMG LLP and its
predecessors. Director of the Company
since 1992. Mr. Swartz is also a
director of Standard Motor Products,
Inc. and a Vice President of Alco
Capital Group, Inc.

- ---------------
* Less than 1% of the outstanding common stock of the Company.

1. The shares shown as being owned by Mr. Eisenberg include: (a) [4,624,007]
shares owned by Mr. Eisenberg individually; (b) [466,666] shares issuable
pursuant to stock options granted to Mr. Eisenberg that are or become
exercisable within 60 days; (c) [705,200] shares owned by a foundation of
which Mr. Eisenberg and his family members are trustees and officers; (d)
[2,000,000] shares owned of record by Mr. Eisenberg's wife; and (e)
[1,936,625] shares owned of record by a trust for the benefit of Mr.
Eisenberg and his family members. Mr. Eisenberg has sole voting power with
respect to the shares held by him individually but disclaims beneficial
ownership of any of the shares not owned by him individually.

HOW LONG WILL THESE NOMINEES SERVE IF ELECTED?

Three years, until our Annual Meeting in 2004, and/or until a successor is
elected.

HOW WILL THE VOTE BE CONDUCTED?

The persons named in the enclosed proxy intend to vote the proxy for the
election of each of the two nominees, unless you indicate on the proxy card that
your vote should be withheld from one or both of the nominees.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
ELECTION OF THESE NOMINEES AS DIRECTORS.

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OTHER BOARD OF DIRECTORS INFORMATION
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WHO ARE THE DIRECTORS WHO WILL CONTINUE TO SERVE?

The principal occupation and certain other information about the directors
whose terms of office continue after the Annual Meeting is provided below.

DIRECTORS WHOSE TERMS EXPIRE IN 2002

NUMBER OF SHARES OF COMMON
NAME AND AGE AS OF POSITION, PRINCIPAL OCCUPATION, BUSINESS STOCK OWNED BENEFICIALLY AND
MAY 1, 2001 EXPERIENCE AND DIRECTORSHIPS PERCENT OF CLASS
- -------------------------- ----------------------------------------- ----------------------------

Leonard Feinstein.... 64 Co-Chief Executive Officer, Co-Chairman [9,716,842](2)([3.4]%)
and Director. Co-Founder, Co-Chief
Executive Officer and Director of the
Company since 1971. President 1992 to
1999. Mr. Feinstein is also a director of
Reckson Associates Realty Corp.
Robert S. Kaplan..... 43 Investment banker. A Managing Director or 4,524*
partner of Goldman, Sachs & Co. for more
than five years. Director of the Company
since 1994.

- ---------------
* Less than 1% of the outstanding common stock of the Company.

2. The shares shown as being owned by Mr. Feinstein include: (a) [6,610,351]
shares owned by Mr. Feinstein individually; (b) [466,666] shares issuable
pursuant to stock options granted to Mr. Feinstein that are or become
exercisable within 60 days; (c) [703,200] shares owned by a foundation of
which Mr. Feinstein and his family members are trustees and officers; and (d)
[1,936,625] shares owned of record by a trust for the benefit of Mr.
Feinstein and his family members. Mr. Feinstein has sole voting power with
respect to the shares held by him individually but disclaims beneficial
ownership of any of the shares not owned by him individually.

DIRECTORS WHOSE TERMS EXPIRE IN 2003

NUMBER OF SHARES OF COMMON
NAME AND AGE AS OF POSITION, PRINCIPAL OCCUPATION, BUSINESS STOCK OWNED BENEFICIALLY AND
MAY 1, 2001 EXPERIENCE AND DIRECTORSHIPS PERCENT OF CLASS
------------------ ----------------------------------------- ----------------------------

Steven H. Temares.... 42 Chief Operating Officer, President and [738,000](3)*
Director. Chief Operating Officer since
1997. President and Director since 1999.
Executive Vice President from 1997 to
1999. Prior to 1997, Director of Real
Estate and General Counsel of the
Company.
Klaus Eppler......... 70 Practicing attorney. A partner in the law 3,596(4)*
firm of Proskauer Rose LLP, counsel to
the Company, since 1965. Director of the
Company since 1992. Mr. Eppler is also a
director of The Dress Barn, Inc.

- ---------------
* Less than 1% of the outstanding common stock of the Company.

3. The shares shown as being owned by Mr. Temares include: (a) 10,000 shares
owned by Mr. Temares individually; and (b) [728,000] shares issuable pursuant
to stock options granted to Mr. Temares that are or become exercisable within
60 days.

4. Proskauer Rose LLP received fees for legal services from the Company during
the fiscal year ended March 3, 2001 and the law firm is continuing to provide
legal services to the Company during fiscal 2001.

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8

HOW MANY TIMES DID THE BOARD OF DIRECTORS MEET LAST YEAR?

The Board of Directors held seven meetings during fiscal 2000.

HOW ARE DIRECTORS COMPENSATED?

In fiscal 2000, each outside director was paid at the rate of $2,500 per
quarter. Directors are permitted to receive all or a portion of such payments in
the form of common stock.

INFORMATION ABOUT COMMITTEES OF THE BOARD

The Board of Directors has appointed an Audit Committee, currently
consisting of Messrs. Swartz, Eppler and Kaplan. The function of this Committee
is to assist the Board of Directors in fulfilling its oversight responsibilities
of reviewing the Company's financial reports and information and its auditing,
accounting and financial reporting processes. In addition, the functions of this
Committee include, among other things, recommending to the Board the engagement
or discharge of independent auditors, discussing with the auditors their review
of the Company's quarterly results and the results of their audit and reviewing
the Company's internal accounting controls. A copy of the Charter of the Audit
Committee is attached as Exhibit A. The Audit Committee held six meetings during
fiscal 2000.

The Board of Directors has no standing nominating or compensation
committees. The Bed Bath & Beyond Inc. stock option plans are administered by
two Stock Option Committees. One committee consists of Messrs. Swartz and
Kaplan. This committee is authorized to grant stock options to officers of the
Company. The second committee, which consists of Messrs. Eisenberg and
Feinstein, is authorized to grant stock options to all eligible optionees other
than officers and directors. The Committees held no formal meetings in fiscal
2000, but acted by written consents.

COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION

From time to time, the Board of Directors has appointed a special committee
consisting of all of the outside directors to consider certain issues involving
the compensation of senior management. Messrs. Swartz, Eppler and Kaplan served
on such a special committee in fiscal 2000, which held several meetings during
fiscal 2000 in addition to a number of telephone consultations in connection
with an amendment to the employment agreements with Messrs. Eisenberg and
Feinstein. See above for information regarding Mr. Eppler's relationship with
Proskauer Rose LLP, counsel to the Company.

APPROVAL OF AUDITORS (PROPOSAL 2)
- --------------------------------------------------------------------------------

WHO HAS THE BOARD OF DIRECTORS APPOINTED AS THE AUDITORS?

The Board of Directors, upon the recommendation of its Audit Committee, has
appointed KPMG LLP to serve as our independent auditors for fiscal 2001, subject
to the approval of our shareholders. Representatives of KPMG LLP will be present
at the Annual Meeting to answer questions. They will also have the opportunity
to make a statement if they desire to do so. If the proposal to ratify their
appointment is not approved, other certified public accountants will be
considered upon recommendation of the Audit Committee. Even if the proposal is
approved, the Board of Directors, in its discretion, may direct the appointment
of new independent auditors at any time during the year if the Board of
Directors believes that such a change would be in the best interest of the
Company and its shareholders.

WHAT WERE THE FEES PAID TO KPMG LLP FOR PROFESSIONAL SERVICES FOR THE FISCAL
YEAR ENDED MARCH 3, 2001?

The aggregate fees billed or to be billed for professional services for the
audit of the Company's financial statements for the year ended March 3, 2001,
including the reviews of the quarterly financial statements during the year,
were $190,000. All other fees, consisting primarily of tax services, billed for
services by KPMG LLP during the fiscal year aggregated $429,000. No fees were
billed or incurred for financial information systems design and implementation
services during the year. The Audit Committee has considered whether the provi-

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sion of the services other than the audit and quarterly review services is
compatible with maintaining KPMG LLP's independence.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITORS FOR FISCAL
2001.

AUDIT COMMITTEE REPORT
- --------------------------------------------------------------------------------

The Audit Committee consists of the three directors listed below. The Board
of Directors has determined that the membership of the Audit Committee meets the
independence and experience requirements as defined under the National
Association of Securities Dealers' listing standards. The Committee reviewed and
approved the Charter, adopted by the Board, that is attached as Exhibit A.

The Audit Committee discussed the auditors' review of quarterly financial
information with the auditors prior to the release of that information and the
filing of the Company's quarterly reports with the Securities and Exchange
Commission. The Audit Committee also has met and held discussions with
management and the independent auditors with respect to the audited year-end
financial statements. Further, the Committee discussed with the auditors the
matters required to be discussed by Statement on Auditing Standards No. 61
(Communication with Audit Committees), received the written disclosures required
by Independence Standards Board Standard No. 1 (Independence Discussions with
Audit Committees), and discussed with the auditors the auditors' independence.
Based on these discussions and the written disclosures received from the
auditors, the Committee recommended that the Board of Directors include the
audited financial statements in the Company's Annual Report on Form 10-K for the
year ended March 3, 2001.

This report is not deemed filed under the Securities Act of 1933 or the
Securities Exchange Act of 1934 and is not incorporated by reference into any
filings that the Company may make with the Securities and Exchange Commission.

AUDIT COMMITTEE

Robert J. Swartz, Chair
Klaus Eppler
Robert S. Kaplan

AMENDMENT OF THE COMPANY'S CERTIFICATE OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
(PROPOSAL 3)
- --------------------------------------------------------------------------------

WHAT IS THIS PROPOSAL?

If adopted, this proposal will approve an amendment to the Company's
Certificate of Incorporation that would increase the number of the authorized
shares of the Company's common stock from 350,000,000 to 900,000,000. The text
of the proposed amendment is attached as Exhibit B.

WHAT IS AUTHORIZED STOCK?

The Company's Certificate of Incorporation establishes the maximum number
of shares of common stock that we may issue without obtaining additional
shareholder approval. This is called authorized stock.

WHAT IS THE DIFFERENCE BETWEEN AUTHORIZED STOCK AND ISSUED STOCK?

Shares that have already been issued are referred to as "issued" or "issued
and outstanding." The difference between the total number of authorized shares
and the number of issued shares is the number of shares that the Company may
issue in the future without amending the Certificate of Incorporation.

WHEN AND HOW WILL THE ADDITIONAL SHARES OF COMMON STOCK BE ISSUED?

The Board of Directors will determine whether, when and on what terms the
issuance of shares of
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common stock may be warranted in connection with any future actions. No further
action nor authorization by the Company's shareholders would be necessary prior
to issuance of the common stock, except as may be required for a particular
transaction by the Company's Certificate of Incorporation, by applicable law or
regulatory agencies or by the rules of the Nasdaq Stock Market or of any stock
exchange on which the Company's common stock may then be listed.

WHAT RIGHTS WILL THE NEW AUTHORIZED SHARES HAVE?

If approved, the additional shares of common stock will have the same
voting and other rights as all other shares of the Company's common stock.

WHY DOES THE BOARD OF DIRECTORS WANT TO DO THIS?

The Board has already approved this amendment and voted to recommend it to
the Company's shareholders. The Board of Directors believes that the increased
number of authorized shares of common stock will improve the Company's
flexibility, and will enable the Board of Directors to declare a further stock
split or stock dividend if conditions deem such action desirable. The Board of
Directors has declared a two-for-one stock split in the form of a 100% stock
dividend four times since the Company went public in 1992. The shareholders last
approved an amendment to the Company's Certificate of Incorporation increasing
the number of authorized shares of the Company's common stock to 350,000,000 in
1998. There currently are over 280,000,000 shares outstanding not including
shares reserved for the Company's stock option plans.

Requiring the shareholders to meet and approve each separate issuance of
additional common stock would be time-consuming and costly. Moreover, if
shareholder authorization of additional common stock were postponed until a
specific need arose, the delay could, in some instances, deprive the Company and
its shareholders of opportunities otherwise available. While not intended as an
anti-takeover provision, the increase in authorized shares by the proposed
amendment could under some circumstances (i) enable existing directors and
officers of the Company to increase their beneficial ownership of the Company in
response to a takeover attempt by another person by entering into transactions
resulting in the issuance of authorized shares by the Company to existing
directors and officers and/or (ii) dilute the beneficial ownership of the person
making the takeover attempt by issuing shares to another person who might assist
the Board of Directors in opposing the takeover if the Board of Directors
determines that the takeover is not in the best interests of the Company and its
shareholders. The Company's Certificate of Incorporation also authorizes the
issuance of 1,000,000 shares of preferred stock, par value $.01 per share, none
of which are outstanding.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
APPROVAL OF THE ADOPTION OF THE AMENDMENT TO THE CERTIFICATE OF INCORPORATION.

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SHAREHOLDER PROPOSAL (PROPOSAL 4)
- --------------------------------------------------------------------------------

We have been notified that the following shareholder proposal will be
presented for consideration at the Annual Meeting. Promptly upon receipt of an
oral or written request we will provide you with the name and address of, and
number of shares held by, the proponents of the shareholder proposal.

RESOLVED: The Shareholders request that:

1. The Company make available to shareholders, at reasonable expense, a report
four months from the date of the annual meeting, which includes a description
of:

a. Efforts to encourage diversified representation on the board;

b. Criteria for board qualification;

c. The process of selecting board nominees and board committee members;

2. The Board Nominating Committee make a greater effort to locate qualified
women and persons of color as candidates for nomination to the board.

SHAREHOLDER'S SUPPORTING STATEMENT

Employees, customers, and stockholders make up a greater diversity of
backgrounds than ever before. We believe that the board composition of major
corporations should reflect the workforce and marketplace of the twenty-first
century if our company is going to remain competitive.

The Department of Labor's 1995 Glass Ceiling Commission reported that
diversity and inclusiveness in the workplace positively impact the bottom line
("Good for Business: Making Full Use of the Nation's Human Capital"). A Covenant
Fund report of S&P 500 companies revealed that "firms that succeed in shattering
their own glass ceiling racked up stock-market records that were nearly 2.5
times better than otherwise-comparable companies."

The Investor Responsibility Research Center (IRRC) reported in 1996 that
inclusiveness at senior management levels was only at 12 percent for the over
39,000 companies required to submit the EEO-1 Report. The Glass Ceiling
Commission reported that companies select from only half of the available talent
within the U.S. workforce.

If we are to be prepared for the 21st Century, we must learn how to compete
in an increasingly diverse global marketplace by promoting and selecting the
best qualified people regardless of race, gender or physical challenge. Sun
Oil's CEO Robert Campbell stated, "often what a woman or minority person can
bring to the board is some perspective a company has not had before -- adding
some modern-day reality to the deliberation process. Those perspectives are of
great value, and often missing from an all-white, male gathering. They can also
be inspirational to the company's diverse workforce" (Wall Street Journal,
8/12/96).

We believe that the judgment and perspectives of a diverse board will
improve the quality of corporate decision-making. A growing proportion of
stockholders is attaching value to board inclusiveness, since the board is
responsible for representing shareholder interests in corporate meetings. The
Teachers Insurance and Annuity Association and College Retirement Equities Fund,
the largest American institutional investor, recently issued a set of corporate
governance guidelines which included a call for "diversity of directors by
experience, sex, age, and race."

We therefore, urge our company to enlarge its search for qualified board
members.

COMPANY'S STATEMENT IN OPPOSITION

WHAT IS THE RECOMMENDATION OF THE BOARD?

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE ADOPTION OF THIS
PROPOSAL.

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HAS THIS PROPOSAL BEEN SUBMITTED BEFORE?

Yes. An almost identical proposal has been brought at the two prior annual
meetings. At both meetings it was defeated by the shareholders.

WHAT IS THE COMPANY'S POSITION REGARDING DIVERSITY?

As we stated on the prior occasions this issue has been raised, the Company
agrees with the merits of achieving a diverse work force in all aspects of
Company governance and operations, and the Company has and expects to continue
to work hard to bring diversity throughout the Company.

HOW DOES THE COMPANY PROMOTE DIVERSITY?

Mutual respect is at the heart of the Company's practices, procedures and
guidelines, all of which are regularly reviewed and reported upon to the
President and Chief Operating Officer to assure that our commitment to diversity
is reflected in our operations. There are women and members of minority groups
in management positions at virtually all levels of the Company, including four
women Vice Presidents. It is the Company's policy and practice to recruit, hire,
train, promote, transfer, compensate and provide all other conditions of
employment without regard to race, color, creed, religion, national origin, age,
sex, marital status, lawful alien status, sexual orientation, physical or mental
disability, citizenship status or veteran status.

WHY DOES THE COMPANY OPPOSE THIS PROPOSAL?

The Board of Directors does not believe this proposal would serve
shareholder interests. Just as the Company's employment decisions are based on
operating needs, the principal criteria in selecting an individual for Board
membership are the individual's qualifications, experience and the ability to
contribute to the enhancement of shareholder value without regard to gender,
minority or other status.

The proponents of this proposal again cite a report that companies with
diversified boards have better stock market records. The Company has reported
nine consecutive years of record earnings and has annually recorded consistently
high returns on shareholders' equity since its initial public offering in 1992.
The stock price performance graph included in this Proxy Statement indicates
that the shareholder return on the common stock of the Company far exceeds the
shareholder return on the S&P 500 companies cited in the report.

The shareholder proposal would require the Board of Directors to provide a
report by a deadline date, commit the Company to a policy of board inclusiveness
and establish a timetable for achieving it. The Board of Directors believes that
this proposal is inappropriately restrictive, would unduly limit the Company in
its selection of Directors, would involve substantial cost in time and effort
without any commensurate benefit and would, therefore, be detrimental to the
best interests of the Company and its shareholders.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE AGAINST THIS
SHAREHOLDER PROPOSAL.

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EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table shows the aggregate compensation earned by the
Company's two Co-Chief Executive Officers and the three other highest paid
executive officers of the Company for services rendered in fiscal 1998, 1999 and
2000.

ANNUAL LONG TERM
COMPENSATION COMPENSATION
---------------------- -----------------------------
RESTRICTED SECURITIES ALL OTHER
NAME AND BONUS STOCK UNDERLYING COMPENSATION
PRINCIPAL POSITION YEAR SALARY ($) ($) AWARD(S) ($) OPTIONS (#)(A) ($)
- ------------------ ---- ---------- ----- ------------ -------------- ------------

Warren Eisenberg................ 2000 750,000(b) 0 0 300,000 319,290(c)
Co-Chairman and 1999 750,000(b) 0 0 400,000 321,468(c)
Co-Chief Executive Officer 1998 750,000(b) 0 0 0 318,439(c)
Leonard Feinstein............... 2000 750,000(d) 0 0 300,000 275,752(e)
Co-Chairman and 1999 750,000(d) 0 0 400,000 271,972(e)
Co-Chief Executive Officer 1998 750,000(d) 0 0 0 261,050(e)
Steven H. Temares............... 2000 633,000(f) 0 0 300,000 0
President and 1999 525,000(f) 0 0 200,000 0
Chief Operating Officer 1998 383,000(f) 0 0 100,000 0
Arthur Stark.................... 2000 392,000(f) 0 0 75,000 0
Chief Merchandising Officer
and 1999 350,000(f) 0 0 50,000 0
Senior Vice President 1998 304,000(f) 0 0 40,000 0
Matthew Fiorilli................ 2000 382,000(f) 0 0 75,000 0
Senior Vice President -- 1999 340,000(f) 0 0 50,000 0
Stores 1998 294,000(f) 0 0 40,000 0

- ---------------
(a) Number of securities underlying options is as of the date of grant and does
not reflect two-for-one stock splits, each in the form of a 100% dividend,
distributed on July 31, 1998 and August 11, 2000.

(b) Mr. Eisenberg is employed by the Company pursuant to an employment
agreement. See "Agreements with Messrs. Eisenberg and Feinstein" below.

(c) Includes: (i) certain personal benefits provided by the Company to Mr.
Eisenberg in fiscal 1998, 1999 and 2000 (such as the use of Company cars for
non-business purposes and tax preparation services) at an aggregate cost to
the Company of approximately $21,475, $27,157 and $29,422, respectively;
(ii) insurance premiums in the amount of approximately $782, $1,798 and
$1,666 in fiscal 1998, 1999 and 2000, respectively, paid by the Company in
respect of certain insurance policies; and (iii) other premium payments
under the Insurance Policies (as defined below) of $296,182 in fiscal 1998,
$292,513 in fiscal 1999 and $288,202 in fiscal 2000. See "Agreements with
Messrs. Eisenberg and Feinstein" below.

(d) Mr. Feinstein is employed by the Company pursuant to an employment
agreement. See "Agreements with Messrs. Eisenberg and Feinstein" below.

(e) Includes: (i) certain personal benefits provided by the Company to Mr.
Feinstein in fiscal 1998, 1999 and 2000 (such as the use of Company cars for
non-business purposes and tax preparation services) at an aggregate cost to
the Company of approximately $21,721, $34,274 and $40,158, respectively;
(ii) insurance premiums in the amount of approximately $782, $899 and $833
in fiscal 1998, 1999 and 2000, respectively, paid by the Company in respect
of certain insurance policies; and (iii) other premium payments under the
Insurance Policies of $238,547 in fiscal 1998, $236,799 in fiscal 1999 and
$234,761 in fiscal 2000. See "Agreements with Messrs. Eisenberg and
Feinstein" below.

(f) Messrs. Temares, Stark and Fiorilli are employed by the Company pursuant to
agreements described below under "Agreements with Messrs. Temares, Stark and
Fiorilli".

10
14

STOCK OPTIONS

The following table sets forth information as of March 3, 2001 for each of
the executive officers of the Company named in the Summary Compensation Table
with respect to options granted during fiscal 2000 and their potential value (at
the end of the option term assuming certain levels of appreciation of the
Company's common stock).

OPTION GRANTS IN FISCAL 2000

POTENTIAL REALIZABLE VALUE
NUMBER OF PERCENT OF TOTAL AT ASSUMED ANNUAL RATES
SECURITIES OPTIONS EXERCISE OR OF STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO BASE FOR OPTION TERM(1)
OPTIONS EMPLOYEES IN PRICE ----------------------------
NAME GRANTED (#)(2) FISCAL YEAR ($/SHARE) EXPIRATION DATE 5%($) 10%($)
- ---- -------------- ---------------- ----------- --------------- ------------ -------------

Warren Eisenberg..... 300,000(3) 9.76% $22.9375 3/13/10 4,327,600 10,966,988
Leonard Feinstein.... 300,000(3) 9.76% $22.9375 3/13/10 4,327,600 10,966,988
Steven H. Temares.... 300,000(4) 9.76% $22.9375 3/13/10 4,327,600 10,966,988
Arthur Stark......... 75,000(5) 2.44% $22.9375 3/13/10 1,081,900 2,741,747
Matthew Fiorilli..... 75,000(5) 2.44% $22.9375 3/13/10 1,081,900 2,741,747

- ---------------
(1) The dollar amounts under these columns are the result of calculations at the
hypothetical rates of 5% and 10% set by the SEC and therefore are not
intended to forecast possible future appreciation, if any, of the Company's
common stock price.

(2) Number of securities underlying options, and the exercise price thereof, is
as of the date of grant and does not reflect a two-for-one stock split, in
the form of a 100% stock dividend, distributed on August 11, 2000.

(3) Options to purchase 300,000 shares were granted to each of Messrs. Eisenberg
and Feinstein on March 13, 2000 and are exercisable in three (3) equal
annual installments commencing on the first anniversary of the date of
grant.

(4) Options to purchase 300,000 shares were granted to Mr. Temares on March 13,
2000 and are exercisable in five (5) equal annual installments commencing on
the first anniversary of the date of grant.

(5) Options to purchase 75,000 shares were granted to each of Messrs. Stark and
Fiorilli on March 13, 2000 and are exercisable in five (5) equal annual
installments commencing on the third anniversary of the date of grant.

FISCAL YEAR-END OPTION VALUES

The following table sets forth information for each of the named executive
officers with respect to option exercises during fiscal 2000 and the value of
outstanding or unexercised options held as of March 3, 2001.

NUMBER OF SECURITIES VALUE OF THE UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
SHARES MARCH 3, 2001(1) MARCH 3, 2001(2)
ACQUIRED ON --------------------------- ---------------------------
EXERCISE VALUE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
NAME (#)(1) ($) (#) (#) ($) ($)
- ---- ----------- -------------- ----------- ------------- ----------- -------------

Warren Eisenberg(3)..... 1,200,000 19,108,090 266,666 1,933,334 2,645,780 26,722,800
Leonard Feinstein(3).... 1,200,000 19,219,490 266,666 1,933,334 2,645,780 26,722,800
Steven H. Temares....... 340,000 7,451,042 400,000 1,556,000 5,831,224 21,990,145
Arthur Stark............ 460,000 11,277,746 80,000 630,000 1,606,406 9,347,167
Matthew Fiorilli........ 292,000 6,280,720 380,000 630,000 8,166,556 9,347,167

- ---------------
(1) Reflects two-for-one stock splits distributed in 1993, 1996, 1998 and 2000.

(2) Represents the difference between the closing market price of the common
stock on March 2, 2001 of $24.6875 per share and the exercise price per
share of the options, multiplied by the number of shares underlying the
options.

(3) The options granted to Messrs. Eisenberg and Feinstein may be assigned by
them to their respective spouses and descendants or to trusts for their
benefit.

11
15

AGREEMENTS WITH MESSRS. EISENBERG AND FEINSTEIN

Messrs. Eisenberg and Feinstein have employment agreements with the
Company. Under these agreements they each receive a salary of $750,000 per year.
This salary may be increased by the Board of Directors of the Company. Each
agreement is for five years and expires on June 30, 2002 unless it is extended.
However, at any time they choose, Mr. Eisenberg and/or Mr. Feinstein may elect
senior status (i.e., to be continued to be employed to provide non-line
executive consultative services) at an annual salary of $400,000 for a period
(the "Senior Status Period") of up to ten years from the date of such election.
The Company has the option at the expiration of the employment term to require
the executive to commence the Senior Status Period and provide senior status
services. While on senior status, the executive does not have to devote more
than 50 hours in any three-month period to his consultative duties. The
agreements were amended in fiscal 2000 to provide Messrs. Eisenberg and
Feinstein with supplemental pension payments of $200,000 per year following, in
each case, the termination of his employment with the Company until the death of
the survivor of him and his current spouse and to provide for his continued
participation in health and other benefit programs following the termination of
employment. The agreements contain non-competition, non-solicitation and
confidentiality provisions. These provisions generally apply through the term of
employment, including the Senior Status Period and any other time when salary
payments are required to be made under the agreement. The agreements also
provide for some of Messrs. Eisenberg's and Feinstein's employee benefits to
continue during and after employment and the Senior Status Period. The
agreements also provide that in the event of a change in control of the Company,
Mr. Eisenberg and/or Mr. Feinstein may, at his option, terminate employment and
receive three years' annual salary, if termination is prior to the Senior Status
Period, and $200,000 times the number of years remaining in the Senior Status
Period, if termination is during such Senior Status Period. Under the
agreements, Messrs. Eisenberg and Feinstein can also terminate employment and be
paid through the end of the term of employment and the Senior Status Period (or,
if the Company chooses, in a lump sum on a present value discounted basis) if
the executive is removed from or not reelected to any officer or director
position or there is a material diminution in the executive's duties.

The Company has "split dollar" insurance agreements with trusts established
by each of Messrs. Eisenberg and Feinstein and their wives. Under these
agreements, the Company contracted to pay a portion of the premiums payable on
outstanding life insurance policies on the joint lives of each of Messrs.
Eisenberg and Feinstein and their wives, each with aggregate face values of $30
million (the "Insurance Policies"), until the earliest of (a) such time as the
cash value of each Insurance Policy is sufficient to pay the premiums thereof,
(b) the termination of the arrangement by surrender of the policies or payment
to the Company of the entire amount of the premiums previously paid, or (c) the
date of death of the last to die of Mr. Eisenberg and his wife, with respect to
Mr. Eisenberg's Insurance Policies, and the last to die of Mr. Feinstein and his
wife, with respect to Mr. Feinstein's Insurance Policies.

Under the "split dollar" agreements, the premiums paid by the Company are
to be returned to the Company, without interest, no later than the earlier to
occur of (a) the death of the last spouse to die of the insured persons under
each Insurance Policy, and (b) the surrender or termination of each Insurance
Policy. Consequently, the Insurance Policies should not result in an expense to
the Company, except to the extent of costs incurred (if any) for advancing the
premiums. The repayment of premiums paid by the Company will be made either out
of the insurance proceeds (if paid) or the cash surrender value of the Insurance
Policies (if insurance proceeds are not paid). In the latter case, Messrs.
Eisenberg and Feinstein and their wives are personally liable to the Company for
the excess, if any, of the total amount of premiums paid by the Company for the
Insurance Polices over the cash surrender values thereof.

12
16

AGREEMENTS WITH MESSRS. TEMARES, STARK AND FIORILLI

Messrs. Temares, Stark and Fiorilli, as well as some other executives of
the Company, have employment agreements with the Company. The agreements with
the three named executives provide for severance pay equal to three years'
salary if the Company terminates their employment (subject to reduction under
certain circumstances) and one year's severance pay if the executive voluntarily
leaves the employ of the Company. These agreements also contain non-competition
and confidentiality provisions.

INFORMATION CONCERNING OTHER NAMED EXECUTIVE OFFICERS AND SECURITY OWNERSHIP OF
CERTAIN
BENEFICIAL OWNERS
- --------------------------------------------------------------------------------

NUMBER OF SHARES OF
COMMON STOCK BENEFICIALLY
NAME POSITION OWNED AND PERCENT OF CLASS
- ---- -------- --------------------------

Arthur Stark Chief Merchandising Officer and [182,000](1)*
Senior Vice President
Matthew Fiorilli Senior Vice President -- Stores [376,800](2)*
Putnam Investments Inc. 29,183,458(3) (10.3%)
One Post Office Square
Boston, Massachusetts 02109
A I M Management Group Inc. 17,735,200(4) (6.3%)
11 Greenway Plaza, Suite 100
Houston, Texas 77046
All Directors and Executive [20,783,738](5) ([7.3]%)
Officers as a Group (10
persons)

- ---------------
* Less than 1% of the outstanding common stock of the Company.

1. The shares shown as being owned by Mr. Stark include: (a) 10,000 shares owned
by Mr. Stark individually; and (b) [172,000] shares issuable pursuant to
stock options that are or become exercisable within 60 days.

2. The shares shown as being owned by Mr. Fiorilli include: (a) [372,000] shares
issuable pursuant to stock options granted to Mr. Fiorilli that are or become
exercisable within 60 days; and (b) 4,800 shares owned by Mr. Fiorilli's
minor children. Mr. Fiorilli disclaims beneficial ownership of these shares.

3. Information regarding Putnam Investments, LLC, or Putnam, was obtained from a
Schedule 13G, as amended, filed by Putnam with the SEC. The Schedule 13G
states that Putnam and its parent corporation, Marsh & McLennan Companies,
Inc. are deemed to have beneficial ownership of the 29,183,458 shares of
common stock. The Schedule 13G also states that 27,858,758 of the 29,183,458
shares are held by registered investment companies and/or other investment
advisory clients in accounts managed by Putnam Investment Management, LLC, a
registered investment adviser and a subsidiary of Putnam, and 1,324,700 of
the 29,183,458 shares are held by registered investment companies and/or
other investment advisory clients in accounts managed by Putnam Advisory
Company, LLC, a registered investment adviser and a subsidiary of Putnam. The
Schedule 13G also states that as part of the Putnam Family of Funds, Putnam
New Opportunities Fund held 16,254,000 of the 27,858,758 shares held by
Putnam Investment Management, LLC. The Schedule 13G also states that Putnam
Investment Management, LLC, which is the investment adviser to the Putnam
family of mutual funds, and Putnam Advisory Company, LLC, which is the
investment adviser to Putnam's institutional clients, have dispository power
over the shares as investment managers, but each of the mutual fund's
trustees have voting power over the shares held by each fund, and Putnam
Advisory Company, LLC has shared voting power over the shares held by the
institutional clients. The Schedule 13G further states that Marsh & McLennan
Companies, Inc. and Putnam declare that the filing of the Schedule 13G shall
not be deemed an admission by either or both of them that they are, for the
purposes of Section 13(d) or 13(g), the beneficial owner of any securities
covered by the Schedule 13G, and further state that neither of them have any
power to vote or dispose of, or direct the voting or disposition of, any of
the securities covered by the Schedule 13G.

4. Information regarding A I M Management Group Inc., or AIM, was obtained from
a Schedule 13G filed by AIM with the SEC. The Schedule 13G states that AIM
has the sole power to vote or to direct the vote and the sole power to
dispose or to direct the disposition of 17,735,200 shares of common stock.
The Schedule 13G also states that A I M Advisors, Inc. and A I M Capital
Management, Inc., registered investment advisers, are subsidiaries of AIM
which acquired the shares of common stock.

5. Includes shares of common stock as indicated in footnotes 1 to 4 to the
tables regarding directors and footnotes 1 and 2 to this table.

13
17

CERTAIN TRANSACTIONS

Petitti, Eisenberg & Gamache, P.C., an accounting firm, provides payroll
related services to the Company. Raymond Eisenberg, a brother of Warren
Eisenberg, is employed at Petitti, Eisenberg & Gamache, P.C. During fiscal 2000,
the Company paid approximately $366,000 in fees to Petitti, Eisenberg & Gamache,
P.C.

In fiscal 2000, the Company made charitable contributions in the aggregate
amount of $634,000 to the Mitzi and Warren Eisenberg Family Foundation, Inc. and
the Feinstein Family Foundation, Inc. Messrs. Eisenberg and Feinstein and their
family members are the trustees for these not-for-profit charitable foundations.
Messrs. Eisenberg and Feinstein also made charitable contributions to these
foundations. The foundations gave more money to charities than the amount
contributed by the Company.

COMPENSATION REPORT OF THE BOARD OF DIRECTORS

While decisions regarding salary levels for management personnel, other
than the Co-Chief Executive Officers, have been left to the Co-Chief Executive
Officers, the Board of Directors has formulated general policies designed to
enable the Company to reward qualified management personnel and key employees
and to provide longer term incentives. The Board of Directors believes that
long-term stock options will tend to provide incentives to management personnel
as well as to align such incentives with shareholder return. Accordingly, the
Stock Option Committees have granted options to a wide range of key employees
with the specific number of options granted being commensurate with the degree
of responsibility of the grantee's position.

The special committee of outside directors in fiscal 2000 reviewed the
compensation of the Co-Chief Executive Officers and determined not to change
their salaries, which have remained unchanged since 1992. The committee of
outside directors reviewed the employment agreements of Messrs. Eisenberg and
Feinstein and determined to amend the agreements to provide Messrs. Eisenberg
and Feinstein with supplemental pension payments and health and other plan
benefits following the termination of their employment with the Company. The
committee also recommended, and the Stock Option Committee authorized to grant
options to officers and directors granted, options covering 300,000 shares of
the Company's common stock to each of Messrs. Eisenberg, Feinstein and Temares.

BOARD OF DIRECTORS

Warren Eisenberg
Klaus Eppler
Leonard Feinstein
Robert S. Kaplan
Robert J. Swartz
Steven H. Temares

14
18

STOCK PRICE PERFORMANCE GRAPH

The following graph compares the performance of the Company's common stock
with that of the S&P 500 Index, the S&P Specialty Retail Index and the S&P
Retail Composite Index over the same period (assuming the investment of $100 in
the Company's common stock and each of the three Indexes on February 25, 1996,
and the reinvestment of all dividends).

[STOCK PRICE PERFORMANCE GRAPH]

BED BATH & BEYOND S&P SPECIALTY RETAIL S&P RETAIL COMPOSITE
INC. S&P 500 INDEX INDEX INDEX
----------------- ------------- -------------------- --------------------

2/25/96 100 100 100 100
3/1/97 122 120 117 117
2/28/98 202 159 123 178
2/27/99 275 188 99 259
2/26/00 224 202 64 231
3/3/01 462 187 69 252

COMPARISON OF CUMULATIVE TOTAL RETURN*
FROM FEBRUARY 25, 1996 THROUGH MARCH 3, 2001
AMONG BED BATH & BEYOND INC., THE S&P 500 INDEX,
THE S&P SPECIALTY RETAIL INDEX AND THE S&P RETAIL COMPOSITE INDEX

- ------------------------------------------------------------------------------------------
INVESTMENT 2/25/96 3/1/97 2/28/98 2/27/99 2/26/00 3/3/01
- ------------------------------------------------------------------------------------------

Bed Bath & Beyond Inc. 100 122 202 275 224 462
- ------------------------------------------------------------------------------------------
S&P 500 Index 100 120 159 188 202 187
- ------------------------------------------------------------------------------------------
S&P Specialty Retail Index 100 117 123 99 64 69
- ------------------------------------------------------------------------------------------
S&P Retail Composite Index 100 117 178 259 231 252
- ------------------------------------------------------------------------------------------

- ---------------
* $100 invested on 2/25/96 in stock or index -- including reinvestment of
dividends.

15
19

NEXT YEAR'S ANNUAL MEETING

Proposals which shareholders intend to present at the 2002 Annual Meeting
of Shareholders must be received by the Company no later than January [21], 2002
to be presented at the meeting or to be eligible for inclusion in next year's
proxy statement under the SEC's proxy rules.

WARREN EISENBERG,
Co-Chairman and
Co-Chief Executive Officer

LEONARD FEINSTEIN,
Co-Chairman and
Co-Chief Executive Officer

Union, New Jersey
May [21], 2001

16
20

EXHIBIT A

CHARTER

THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

BED BATH & BEYOND INC.

I. Statement of Policy

The function of the Audit Committee is to assist the Board of Directors in
fulfilling its oversight responsibilities by reviewing the financial reports and
other financial information provided by the Corporation to the public, the
Corporation's systems of internal controls regarding financial reporting, and
the Corporation's auditing, accounting and financial reporting processes
generally. The Audit Committee shall:

- Serve as an independent party to monitor the Corporation's financial
reporting process and internal control system.

- Discuss the audit conducted by the Corporation's independent auditors.

- Provide an open avenue of communication among the independent
accountants, management and the Board of Directors.

II. Composition

The Audit Committee shall be comprised of three or more directors, each of
whom, in the determination of the Board of Directors, satisfies the independence
and other requirements of the National Association of Securities Dealers, Inc.'s
NASDAQ Audit Committee requirements. Unless a Chair is elected by the full
Board, the members of the Committee may designate a Chair by majority vote of
the full Committee membership.

III. Meetings

The Committee shall meet at such times and with such frequency as the
Committee shall determine as appropriate to meet its responsibilities. The
Committee shall meet with management and with the independent auditors to
discuss any matters that the Committee or the other participants believe should
be discussed. The Committee, its Chair or the Chair's designee should meet with
the independent auditors and management quarterly to discuss the quarterly
review process. The Committee shall report to the Board of Directors from time
to time.

IV. Responsibilities and Duties

Documents/Reports Review

1. Review this Charter, at least annually, and report the results of its
review to the Board of Directors.

2. Review the Corporation's annual financial statements, including any
certification, report or opinion rendered by the independent auditors.

3. Review and discuss with financial management and the independent
auditors drafts of quarterly earnings press releases or Quarterly
Reports on Form 10-Q in substantially final form prior to release or
filing. The Chair or one or more other members of the Committee may
represent the entire Committee for purposes of this review.

A-1
21

Independent Accountants

The Corporation's outside independent auditors are ultimately accountable
to the Board of Directors and the Audit Committee. The Board of Directors, in
consultation with the Audit Committee, has the ultimate authority to select,
evaluate and, where in its business judgment it deems appropriate, replace the
outside independent auditors.

The Audit Committee shall:

4. Recommend to the Board of Directors the selection, termination or
replacement of the independent auditors.

5. Consider the independence of the independent auditors taking into
account consulting and other services provided by the independent
auditors.

6. Receive from the auditors the report relating to the auditors'
independence that the Committee is advised by the auditors is required
by Independence Standards Board Standard No. 1, and discuss such report
with the independent auditors.

Financial Reporting Processes

7. Consult with the independent auditors concerning their review of the
Corporation's financial reporting processes.

8. Discuss with the Corporation's independent auditors their views about
the quality of the Corporation's accounting principles as applied to its
financial reporting.

9. Consider, if appropriate, changes to the Corporation's auditing and
accounting principles and practices as suggested by the independent
auditors or management.

10. Report to the Board of Directors such recommendations as the Audit
Committee deems appropriate including whether the audited financial
statements should be included in the Corporation's Annual Report on
Form 10-K.

11. The Audit Committee shall have the power to conduct or authorize
investigations into any matters within the Committee's scope of
responsibilities.

A-2
22

EXHIBIT B

PROPOSED AMENDMENT TO THE COMPANY'S
CERTIFICATE OF INCORPORATION

Paragraph (a) of Article Fourth of the Certificate of Incorporation is
amended as follows to increase the number of shares from the presently
authorized 350,000,000 shares of common stock, par value $.01 per share, to
900,000,000 shares of common stock, par value $.01 per share. The 1,000,000
shares of preferred stock, par value $.01 per share, shall remain unchanged.

"(a) Authorized Classes of Stock: The total number of shares which the
corporation shall have the authority to issue is 901,000,000 of which
900,000,000 are designated Common Stock, par value $.01 per share ("Common
Stock"), and 1,000,000 shares are designated Preferred Stock, par value $.01 per
share ("Preferred Stock")."

B-1
23

PROXY

BED BATH & BEYOND INC.

650 LIBERTY AVENUE
UNION, NEW JERSEY 07083

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

The undersigned hereby appoints Leonard Feinstein and Steven H. Temares, or
either one of them acting singly, each with the power to appoint his substitute,
and hereby authorizes them to represent and to vote, as designated on the
reverse side hereof, all the shares of Common Stock of Bed Bath & Beyond Inc.
held of record by the undersigned on May 1, 2001 at the Annual Meeting of
Shareholders to be held on June 28, 2001 or any adjournment thereof.

(Continued on Reverse Side)

PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!

ANNUAL MEETING OF SHAREHOLDERS
BED BATH & BEYOND INC.

JUNE 28, 2001

- Please Detach and Mail in the Envelope Provided -

A [X] PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE.

1. ELECTION OF DIRECTORS

The Board of Directors Recommends a Vote "FOR" Proposal No. 1,

FOR WITHHELD
[ ] [ ]

Nominees:
Warren Eisenberg
Robert J. Swartz

FOR, EXCEPT VOTE WITHHELD FROM THE FOLLOWING NOMINEE:

____________________________________________________

2. RATIFICATION OF THE APPOINTMENT OF KPMG LLP;
The Board of Directors Recommends a Vote "FOR" Proposal No. 2.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

3. APPROVAL OF THE ADOPTION OF THE AMENDMENT TO THE CORPORATION'S CERTIFICATE
OF INCORPORATION:
The Board of Directors Recommends a Vote "FOR" Proposal No. 3.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

4. SHAREHOLDER PROPOSAL:
The Board of Directors Recommends a Vote "AGAINST" Proposal No. 4.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

5. In their discretion, the Proxies are authorized to vote upon such other
business as may be brought before the meeting.

IF THIS PROXY IS PROPERLY EXECUTED AND RETURNED, THE SHARES REPRESENTED HEREBY
WILL BE VOTED, IF NOT OTHERWISE SPECIFIED, FOR PROPOSALS 1, 2, AND 3, AND
AGAINST PROPOSAL 4.

Signature _______________________ Signature if held jointly ____________________

DATED__________________, 2001

Note: Please sign exactly as name appears herein. When shares are held by joint
tenants both should each sign. When signing as attorney, executor,
administrator, trustee, or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.