content: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
       Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
         Date of Report (Date of earliest event reported): April [6], 2006
  
                               BED BATH & BEYOND INC.
               (Exact name of registrant as specified in its charter)
  
         New York                         0-20214                11-2250488
  ----------------------------        ----------------       --------------------
  (State or other jurisdiction          (Commission           (I.R.S. Employer
  of incorporation)                      File Number)         Identification No.)
  
          650 Liberty Avenue                                      07083
          Union, New Jersey
  ---------------------------------------------------        ----------------
     (Address of principal executive offices)                   (Zip Code)
  
     (Registrant's telephone number, including area code)      (908) 688-0888
  
  
                                   Not Applicable
           (Former name or former address, if changed since last report)
  
       Check the   appropriate  box  below  if  the  Form  8-K  filing  is
       intended  to simultaneously satisfy the filing obligation of the registrant
       under any of the following provisions:
  
       [   ]  Written  communications  pursuant to Rule 425 under the  Securities
       Act (17 CFR 230.425)
  
       [   ]  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act
       (17 CFR 240.14a-12)
  
       [   ]  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)
       under  the Exchange Act (17 CFR 240.14d-2(b))
  
       [   ]  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)
       under  the Exchange Act (17 CFR 240.13e-4(c))
  
  <PAGE>
  
  SECTION 5  CORPORATE GOVERNANCE AND MANAGEMENT
  
  ITEM 5.03  AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS;
             CHANGE IN FISCAL YEAR
  
  
  On April 6, 2006, the Board of Directors of Bed Bath & Beyond, Inc. (the
  "Company") amended the Company's Bylaws, effective as of April 6, 2006 (the
  "Amended Bylaws"). The following is a summary of the substantive changes
  effected by the Amended Bylaws.
  
  The Bylaws were amended in the following respects:
  
     o    To identify who is authorized to call a special meeting of the
          shareholders;
  
     o    To identify who is authorized to call a special meeting of the Board of
          Directors;
  
     o    To identify who is authorized to fix the times and dates for the regular
          meetings of the Board of Directors;
  
     o    To set forth the power of the Board of Directors to delegate to the
          Chairman and Chief Executive Officer the authority to appoint and remove
          certain officers and to prescribe the duties of such officers; and
  
     o    To clarify the duties and acts of the Chief Executive Officer and
          President.
  
  Additional changes were made to the Bylaws that were not material in nature. The
  Amended Bylaws are attached as Exhibit 3.1 to this Form 8-K
  
  ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.
  
  (c)     EXHIBITS:
  
          EXHIBIT NO.                DESCRIPTION
          Exhibit 3.1                Amended Bylaws of Bed Bath & Beyond Inc.
  
  <PAGE>
  
  
                                     SIGNATURES
  
  Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
                                          BED BATH & BEYOND INC.
  
  Date:  April 11, 2006
  
                                          By: /s/ Eugene A. Castagna
                                              -----------------------------------
                                              Name: Eugene A. Castagna
                                              Title: Chief Financial Officer and
                                              Treasurer
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "e8442622v1.txt", "secsgml_size_bytes": 4032}]
metadata_filer: {"company-data": {"conformed-name": "BED BATH & BEYOND INC", "cik": "0000886158", "assigned-sic": "5700", "irs-number": "112250488", "state-of-incorporation": "NY", "fiscal-year-end": "0225"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-20214", "film-number": "06753440"}, "business-address": {"street1": "650 LIBERTY AVENUE", "city": "UNION", "state": "NJ", "zip": "07083", "phone": "2013791520"}, "mail-address": {"street1": "715 MORRIS AVENUE", "city": "SPRINGFIELD", "state": "NJ", "zip": "07081"}}
text: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
       Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
         Date of Report (Date of earliest event reported): April [6], 2006
  
                               BED BATH & BEYOND INC.
               (Exact name of registrant as specified in its charter)
  
         New York                         0-20214                11-2250488
  ----------------------------        ----------------       --------------------
  (State or other jurisdiction          (Commission           (I.R.S. Employer
  of incorporation)                      File Number)         Identification No.)
  
          650 Liberty Avenue                                      07083
          Union, New Jersey
  ---------------------------------------------------        ----------------
     (Address of principal executive offices)                   (Zip Code)
  
     (Registrant's telephone number, including area code)      (908) 688-0888
  
                                   Not Applicable
           (Former name or former address, if changed since last report)
  
       Check the   appropriate  box  below  if  the  Form  8-K  filing  is
       intended  to simultaneously satisfy the filing obligation of the registrant
       under any of the following provisions:
  
       [   ]  Written  communications  pursuant to Rule 425 under the  Securities
       Act (17 CFR 230.425)
  
       [   ]  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act
       (17 CFR 240.14a-12)
  
       [   ]  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)
       under  the Exchange Act (17 CFR 240.14d-2(b))
  
       [   ]  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)
       under  the Exchange Act (17 CFR 240.13e-4(c))
  SECTION 5  CORPORATE GOVERNANCE AND MANAGEMENT
  
  ITEM 5.03  AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS;
             CHANGE IN FISCAL YEAR
  
  On April 6, 2006, the Board of Directors of Bed Bath & Beyond, Inc. (the
  "Company") amended the Company's Bylaws, effective as of April 6, 2006 (the
  "Amended Bylaws"). The following is a summary of the substantive changes
  effected by the Amended Bylaws.
  
  The Bylaws were amended in the following respects:
  
     o    To identify who is authorized to call a special meeting of the
          shareholders;
  
     o    To identify who is authorized to call a special meeting of the Board of
          Directors;
  
     o    To identify who is authorized to fix the times and dates for the regular
          meetings of the Board of Directors;
  
     o    To set forth the power of the Board of Directors to delegate to the
          Chairman and Chief Executive Officer the authority to appoint and remove
          certain officers and to prescribe the duties of such officers; and
  
     o    To clarify the duties and acts of the Chief Executive Officer and
          President.
  
  Additional changes were made to the Bylaws that were not material in nature. The
  Amended Bylaws are attached as Exhibit 3.1 to this Form 8-K
  
  ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.
  
  (c)     EXHIBITS:
  
          EXHIBIT NO.                DESCRIPTION
          Exhibit 3.1                Amended Bylaws of Bed Bath & Beyond Inc.
  SIGNATURES
  
  Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
                                          BED BATH & BEYOND INC.
  
  Date:  April 11, 2006
  
                                          By: /s/ Eugene A. Castagna
                                              -----------------------------------
                                              Name: Eugene A. Castagna
                                              Title: Chief Financial Officer and
                                              Treasurer