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                                                                       Exhibit 3

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                             BED BATH & BEYOND INC.
               (Under Section 805 of the Business Corporation Law)


     It is certified that:

     1. The name of the corporation is BED BATH & BEYOND INC. The name under
which the corporation was originally formed is B&B TEXTILE CORPORATION.

     2. The original Certificate of Incorporation of the corporation was filed
by the Department of State of the State of New York on October 5, 1971.

     3. Paragraph (a) of article fourth of the Certificate of Incorporation is
amended as follows: to increase the number of shares from the presently
authorized 100,000,000 shares of common stock PV .01 per share to 150,000,000
shares of common stock PV .01. The 1,000,000 shares of preferred stock PV .01
shall remain unchanged.

     "(a) Authorized Classes of Stock: The total number of shares which the
corporation shall have the authority to issue is 151,000,000 of which
150,000,000 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")."

     4. The amendment of the Certificate of Incorporation was authorized first
by vote of the Board of Directors of the corporation and then by the vote of the
holders of a majority of all outstanding shares entitled to vote thereon.

     IN WITNESS WHEREOF, we have subscribed this document on July 10, 1996, and
do hereby affirm, under the penalties of perjury, that the statements contained
herein have been examined by us and are true and correct.



                              /s/ Leonard Feinstein
                              ----------------------------
                              LEONARD FEINSTEIN, President


                              /s/ Warren Eisenberg
                              ----------------------------
                              WARREN EISENBERG, Secretary




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